What Dreams Are Made Of
by Angel's blue eyed girl
Summary: It's over. Klaus is gone. Will damon finally get the girl of his dreams...or will she always be...just a dream? A/R fic. Set sometime in the future. Okay, now as always, with my fics there's an *M* rating. Heed it. There will be *smut* in this fic.
1. Chapter 1

_What Dreams Are Made Of_

_A fic by: Jenna_

_Rating: M_

_Pairing: D/E_

_A/N: Okay, I know I've been gone for a long time…honestly, for a while, I was so frustrated with the show that I couldn't find my musie…and then…a few months ago, on 12/13 I had tragedy strike and I my Dad died in a freak accident that happened in my own back yard! I went through some very serious trauma and guilt at not being able to save him…(I'm getting grief counseling now) but I simply lost the will to write for a while. I honestly didn't think I'd get it back, but a week or so ago musie came to me with a spark of inspiration and I've been writing again. :) :) :) It's actually cathartic to get out of my own head now! Lol! In that week I've finished one of my lingering B/A fics and I'm working on my B/Aus fic BoD, but I really wanted to get back to DElena too…I know I have The Auction and Fool For Love still unfinished and I promise all of you who've been so kind to support both those fics that I will get to work on them, but this little ditty came to me and I wanted to see if I could write Damon again…_

_I'm actually nervous...*yikes*_

_Anyhow, I hope you guys like it. It's a short one—at least for me—(lol) only 2 parts, but it IS already finished. I will post this part and then in a few days I'll post the last part. In the meantime I will start outlining my next chappie of The Auction. I want to finish that one first since I still have a pretty good idea where I was going with it. Unfortunately, Fool For Love is kind of a mystery and I need to re-read it before I start writing on it again, but I will do that too. I've made a goal for myself get one fic finished from each of my fave couples before summer… wish me luck! :) _

_Okay, now enough chatter from me…on with the show!_

_xoxo_

_Jenna_

******D/E****D/E****D/E****D/E****D/E****D/E****D/E****D/E******

**Part 1:**

Damon limped into his room, flipping on the overhead light as he entered. It was over. Klaus was dead and surprisingly, well maybe astonishingly was a better word; most of them had survived the battle virtually unscathed, though he'd taken a stake to the chest meant for Stefan. The damned thing had been far too close to his heart to forget anytime soon, but at least Elena was alive and safe. No thanks to Stefan. Damon was so pissed at his brother he couldn't see straight and he barely restrained himself from slamming his heavy oak door behind him. Stefan had nearly gotten them all killed tonight! Hell, Damon had almost taken a stake to his brother himself when he'd realized Stefan wasn't as strong as he should have been, especially if he'd been drinking his daily dose of O-neg. Stefan had lied to them all and it became apparent very quickly when one of Klaus' goons had nearly ended him within the first few minutes of the fight. Damon had jumped in front of his brother and taken the pointy piece of wood to his own chest instead, but…truthfully…he'd been so angry…he'd almost let it happen. The only thing that had forced him to save his asinine brother was Elena.

Grabbing his favorite bottle of scotch, he poured himself a healthy glass of the rich brew as he went over his brother's pitiful excuse for his deception. Poor weak willed Stefan hadn't been able to handle drinking human blood while being around Elena, so he'd quit without telling them. Damon scowled fiercely. Pathetic! His brother was a pathetic excuse of a vampire! And as a result of that weakness, he'd nearly gotten not only himself killed, but Elena and the rest of them too!

He tossed his drink back, downing it in one gulp before he poured another glass and shot that one down too. He poured a third, sipping this one as he hobbled into his bathroom. He set the glass on the marble counter and removed his torn and bloodied shirt, wincing as the movement aggravated his wound. His brother—the Saintly Prince of Fools! What a joke! He'd been a liability, not an asset, yet he still got the girl in the end. It was enough to make Damon want to pull his hair out! _How_ did that happen? Didn't Elena see he was weak? That she was far stronger than Stefan gave her credit for? Funny, his brother thought Elena needed protecting, but ironically, it had been Stefan that had needed the protection tonight—not Elena. Damon saw her as she was; independent and courageous. Why couldn't she see him?

"Shit," he muttered, pushing the thought from his head. That was a conundrum better left for when he didn't feel like death warmed over. He smirked at his own pun before he caught a glimpse of himself in his mirror. He grimaced. Damn he looked like shit. His face was covered in dirt, grime, and blood. His hair was unkempt, wild and sticking up—in all the wrong places. Thick black soot from the fires tonight covered most of his face and skin, making him look like some kind of reject from a coal mine. And basically…he looked like crap—a bloody mess of crap with holes—wait—what the…? Holes—where the hell did those come from?

His eyes widened, taking in the few extra injuries he hadn't realized he'd gotten. "Well crap!" he complained, poking at the small, red rimmed hole along his waist, it looked like he'd been shot too! In all the craziness he hadn't even felt it happen, must have been when he was racing after Elena. He turned and noticed two more. One in his lower lumbar area and one just under his shoulder blade. "Fuck!" Damon cursed softly, downing the rest of his glass. He was going to need more booze...

Damon made his way over to his bottle. Each step was done slowly and with care because it was excruciating to even move at this point and he wanted nothing more than a drink, a shower and some blood to ease his pain. He tipped the bottle to his mouth and guzzled down several swallows. Ahhh. He stumbled, but stayed on his feet. He finally smiled. Now that was better.

As he turned and faltered back to his bathroom, he vaguely remembered several small, stinging jolts of pain right before he tackled Elena to the ground. She'd fought him, so he couldnt really remember, except that he'd been so frantic—so utterly furious that she was going to get herself killed trying to save his fool of a brother. In retrospect, Damon wasn't really all that surprised he hadn't noticed he'd been shot! He'd been far more worried about Elena.

"Dammit..." he snapped, rubbing at the throbbing pain he had in his chest. His wounds were positively pulsing with pain and he swayed a bit, grimacing as he stared at the one on his side. He gripped the counter and leaned forward to get a closer look. It was angry-red and puffy-almost as bad as the one on his chest. Fuck-that one was bad! As a matter of fact, all of the bullet wounds stung like the devil now, burning…almost like…vervain inside his flesh. He heaved a huge sigh. Terrific! That meant the bullets were made of wood. He looked at his tired face and rolled his eyes at his reflection.

"Of course they are," he muttered to himself. "What else would they be?" He started to go over his body, taking inventory of the extent of the damage. He counted the three bullet wounds and the huge gaping hole in his chest. All in all, four serious wounds and some other minor cuts and scrapes. Not bad considering they'd exterminated The Original Vampire, his 'Goon Squad' and his 'Hell-Hounds'-all in one night!

Wincing at the pain, Damon stuck his finger in the largest one at his side and rooted around, trying to see how deep it was and if he could get to the little wooden piece of hell with his fingers. Blood gushed and he hissed at his foolishness. He quickly gave up the search and extract mission. It was too deep. He couldn't even feel the damned thing at all.

Tonight had been insane. Klaus was a scary prick, but Elena...she'd been so brave. Damon was still riding the adreniline rush of it all. But, he was feeling it ebb and knew he was heading towards the downside of all that energy. The crash and burn faze. Yet, again he thought of her. She was a little tiger, he'd give her that, facing Klaus without flinching. Telling him to 'come and get her-if he dared!

Damn, he got hard just remembering how fierce she looked standing up to that monster. Damon guessed life still held some appeal after all.

With a long drawn out sigh he turned his back on his reflection. His shoulders slumped. He was wiped out and while it had been exciting to kick 'The Orignal's' ass, the truth was...he'd almost died tonight and what did he have to show for it? Some wooden bullets lodged inside him, a stake in the chest and an empty room to come home to! Rah-fucking-rah! That wasn't spectacular. It sucked, but it was his life, and his luck. If it wasn't bad, it was just plain shitty.

He flipped the switch on his pain. No whining. He refused to brood and lament over the woes of life. That was Stefan's gig! Damon preferred to live in the now.

And right now he needed to get these damn bullets out!

"Great!" he muttered, opening a drawer and looking for his surgical tweezers, "I'm the one who gets shot _and_ staked, but poor little Stefan screws _everything_ up and comes out smelling like a rose." He slammed that drawer shut and opened another and started carelessly rooting through its contents, muttering the whole time...

"I'm here...alone...shot and needing to pull little bits of wood out of my flesh, but Stefan...who was the frigging biggest dumbass ever is probably downstairs getting coddled by Elena _and_ probably drinking up the last of our blood supply too."

He scowled as he opened another drawer and rummaged around for what he needed. "Dammit!" he snapped, haphazardly tossing things out of the drawer and onto the floor as he searched for the special surgical tool requred to remove the bullets. "Where the hell are they?" He was already hungry, tired and more than a little angry. damon scowled. He needed those fucking tweezers! Finally, he simply yanked the entire drawer out of the cabinet and dumped its contents on the counter.

With an exclamation of satisfaction, he spotted them under a roll of gauze. "Ah, there you are…" he said, snatching both the tweezers and the gauze up before going to work on getting the bullets out. A few minutes later, an even angrier and more frustrated Damon cursed and tossed the surgical tool across the room. He smirked, somewhat satisfied when it embedded into the wall with a *twang* sound. He was still hurting, but he'd managed to get all but one bullet out of him. The last little bugger was lodged in the middle of his back, just under his shoulder blade. And no matter how he twisted, turned or angled his body; he just couldn't get to it by himself.

"Fuck it!" he snapped, turning on the faucet to his shower. What he needed—well what he needed he couldn't have, but a shower might go along way in improving his temper. He stripped off his dirty jeans and boxers, tossing them, along with his shirt, into the trash can. He made a mental note to burn them. While he waited for the water to get hot, he fumed. Stefan and his bullshit had cost him a perfectly good outfit too. That shirt had been a John Vervatos original. Damon made a face. Well, that'll teach him to be fashionable in a bloody fight to the death!

The steam was rising from the shower when Damon stepped inside. He sucked in a sharp breath when the hot water hit his wounds. "Aaaggghhh!" It was freaking painful! He moved out of the hot spray and took several deep breaths. Maybe this wasn't such a great idea. Damn…the water made each and every wound seem to come alive in agony, but he stepped back under the hot jet and suffered through it. He needed to get clean, there weren't any other options. Once the pain settled into a dull throb he opened his eyes and began to wash the grime from his body He was a mess and he watched, fascinated as the blood, dirt and soot sluiced down his chiseled abdomen to swirl down the drain in a menagerie dirty suds. Damn, he wasn't healing. The hole in his side was still just as big as it was when he got the bullet out. He needed blood.

For once he hoped Stefan decided to stick with his guilty ways and hadn't finished off the last few bags of blood left in the house…

**Later**

Damon had just crawled into bed when a knock sounded on his door and Elena poked her head in. "Hey," she said, "can I talk to you?"

He frowned. Right now all he wanted was some sleep and blood. The blood, thanks to St. Steffie, was a no go, so Damon was sincerely looking forward to kicking back and getting some much needed rest.

"Can't it wait?' he muttered, "I'm pretty beat."

"Not really. I…" She stepped into his room and stood there fidgeting for a second. "Thank you…what you did tonight…" She was tripping over her words and he wanted to shove a sock—or better yet—his cock in her mouth and just-shut-her-the-fuck-up!

"Elena spit it out…I want to sleep sometime tonight!" He wasn't making it easy and it didn't take a rocket scientist to see she was staying, but he was so sick of her sweet little hugs and her cheering him on to be 'the better man'. He wanted to be mean tonight so he was.

Elena seemed to shrink for a brief second, before her inner backbone—or balls—as Damon called them came to the party and she straightened her shoulders. "I just wanted to tell you thank you," she said in a clear, strong voice.

Now that she was looking so feisty he was more apt to keep her around. He sat up, pushed a few pillows behind his back and pulled the sheets up to his waist—covering his private (and best) parts. He didn't bother grabbing a shirt to cover his naked chest. She _was_ in_ his_ room after all—uninvited to boot! "For what?" he interrupted, before she could fully get into what ever little speech she had prepared.

Elena sighed. "For saving my life, Damon…for saving Stefan…for—"

He held up a hand. "Stop." Damon laughed softly. "You don't get it do you?"

"Get what?"

"The fact that I don't want or need your pretty little thank yous', Elena."

She froze, doing the fish out of water gape at him. That had surprised her apparently. Guess she didn't know him as well as she thought! "But I—"

Damon growled. "I know. You want to say thank you. I get it, and now you have."

"B-but that's not enough…"

He took a deep breath and sighed. "Don't worry, Elena, you don't owe me anything. We were fighting for our lives out there." He smirked and made a shooing motion with his hands, "So why don't you run on back to Steffie now. You did your duty."

Elena huffed, but instead of leaving she turned and shut the door. Great she was gonna grow a pair again…Damon scowled, but she ignored him as she came further into his room until she was standing beside his bed. "I'm not doing my duty, Damon and you know it. You saved my life tonight. I want you to know I appreciate it."

He didn't want her appreciation, dammit! He shrugged as if he didn't care. "Stefan was there too. Maybe he saved your life, not me."

Elena raised a brow and her lip curled, "We both know that isn't true," she scoffed. "Stefan wasn't much help. He tried, but…" Her words died off and she shrugged. "It was you. You jumped in front of Klaus' hell hounds when they attacked. You tackled me when they were shooting at me. It was all you…" He looked away and Elena's eyes lit up in anger. "Why are you acting like you don't care?"

Damon was so fucking tired of caring—look where it's gotten him. Here…in bed, his body nothing but a mass of painful suffering. No blood. No girl. Fuck caring! "Maybe I'm tired of caring," he retorted, blue eyes flashing.

Elena took a step back at the angry pain written all over his beautiful face. Her eyes darted away, "I'm sorry for bothering you. I thought it meant something, but I guess I was wrong!" She turned to leave, but his voice stopped her.

"Dammit!" he snapped, "don't go." He sat up and leaned towards her, "Elena, I'm just angry. It does matter and you—" His words choked off in a pained groan when his wounds reopened. It was agonizing and he fell back onto the pillow. "Aaahh…fuck!" he cursed, when the bullet still lodged in his back made its presence known again and blood gushed from the wound in his side, staining his white sheets red.

Elena gasped when he cried out, but when she saw the pooling red stain her eyes bulged and she rushed forward. "Damon! What the hell? Are you hurt?"

He sat up and pressed a hand to his side, wincing in pain. "No," he muttered sarcastically, "I usually spontaneously start to bleed all over myself!"

She glared at him, but her voice was soft as she sat next to him. "Let me see."

He smacked her hands away when she went to pull the sheet back. He doubted she was prepared to see every inch of him—literally. "Trust me…" he told her an impudent smirk making his lips curl, "you don't want to go there."

Elena rolled her eyes. "Then pull it back enough to uncover the wound so I can see why it hurts so bad," she said, tucking her hair behind her ear.

"It hurts because it isn't healed yet," he griped, "if you really want to help…I have a bullet in my back, maybe you could get it out for me." He gasped, breathing hard from the shooting daggers of agony racing through his entire body from all his numerous injuries.

"A—" her eyes bugged wide, "you were shot?" she asked, alarmed. He nodded and she frowned. "Oh my God, Damon, when…?" But before he could reply she answered her own question. Their eyes met and he saw her frown slightly—guiltily. "It was when you were running after me—when you tackled me, wasn't it?"

He didn't want her to feel guilty. He didn't want her appreciation either. "Elena…can you get it out or not?" he growled, angry all over again because the simple truth was…what he wanted from Elena, he could never have.

He was all growly and she let the issue drop. "Where are the tweezers?"

That brought his smile back. With devilish glee he pointed to the wall across the room. Elena turned, spotted them lodged in the plaster and rolled her eyes. "I won't even ask…" she muttered and went to retrieve them.

He snorted. "If only getting you to stop talking was always that easy…"

She ignored the impertinent remark and headed into the bathroom for bandages, antiseptic and some towels before coming back and sitting down next to him on the bed.

"Are you sure you want to fix me up? You might want to ask Stefan…this could be your big chance to get rid of me and all that…"

She leveled a no-nonsense glare on him. "Damon, for once in your life will you just be quiet and accept that I care about what happens to you."

That shut him up right quick and for a long-long second Damon simply blinked at her. The air between got thick and Elena suddenly found a spot above Damon's head fascinating. "I know…" he whispered.

Elena gnawed her bottom lip refusing to meet his eyes for a moment. Things had gotten into dangerous territory. Damon didn't push the issue. After a second or two she pulled herself together and told him, in a business like manner, to lean forward. "Here," she said handing him his glass of scotch. "You might want this."

He grinned. "I want this even when I haven't taken a bullet, but thanks," he teased and took a sip of the calming liquid.

Once they were back on familiar ground, she relaxed again and concentrated on getting the bullet out for him. A few minutes and several curses later, Elena held up the bullet triumphantly. "Aha! All out," she said, dropping the little wooden chunk on the towel she'd placed on the bed. "Now," she said pinning him with her dark eyes, "let me see the rest of you."

The double entendre of her words hung there for a second until a lewd grin look slowly made its way across Damon's face. His eyes sparkled. "I'll show you mine, but you have to show me yours too…" he teased.

Elena sputtered, but shook it off. "You know what I meant."

"So? You know what I mean too," he countered.

"Damon will you be serious."

"I'm _so totally_ serious."

She rolled her eyes. "Are you going to let me help you with your other injuries or not?" she snapped, patience running thin.

He shook his head. The alcohol and her presence were making him a bit giddy. Better she leave now before he said something he'd regret. "No. I'll be fine." He waved her away. "Go back to Stefan."

Elena crossed her arms and her expression turned mulish. Damon recognized that stubborn tilt to her chin and he sighed. "You know what, I don't believe you and I'm not going anywhere until I see that you're okay, so either you show me where you're hurt or I _will _take that sheet and see for myself!"

His eyes widened at that, but then he recalled how she'd blushed a minute ago when he'd teased her and he didn't think she had it in her to strip him naked. He decided to call her bluff. "You wouldn't dare," he said, smug in his assumption that she would never do something so outrageous.

Much to his utter shock, Elena did exactly that. Without batting an eye she grabbed the sheet and yanked it. Damon's eyes nearly popped from his head as he was exposed—utterly naked—for about a second before his vamp speed had the sheet back and tucked firmly around his waist once again. He stared at her wide eyed and flabbergasted. "I can't believe you did that," he sputtered, stunned that she had that kind of gumption. He knew she was brave, but brash and ballsy…? This was a new and…he had to admit, intriguing side to her.

Elena just grinned and raised a brow at him "You dared me. I've never turned down a dare. Ask Caroline."

Damon had no intention of asking Barbie anything, but he tucked that little piece of information away to possibly be used at a later date. "You know," he said, his voice lowering until it was a seductive purr. "If I wasn't feeling like shit right now, I wouldn't have pulled that back and you'd be dealing with full frontal Damon right now." His grin widened until it was positively indecent, but Elena didn't crumble under his bawdy look, instead she just raised her chin another notch and met his gaze unflinchingly. Damon's eyes narrowed. The fight and everything must be making her feel bulletproof because she was definitely sporting some big brass ones tonight. He leaned forward a bit and wagged a finger at her. "_That_ was your only warning," he told her softly, "Don't ever do that again unless you're prepared for seeing the real me…and I mean…_all_ of the real me," he added with a cheeky smirk.

Elena simply laughed. "Duly warned, but the fact is you _did_ run for cover." Her face was alight with mischief as she teased, "So _who's_ the chicken here?"

His jaw dropped. "Are you—?" He shook his head as if he hadn't quite heard her right. "Did you really just call me chicken?"

Elena chuckled huskily. "If the feathers fit," she said succinctly, but her twitching lips gave her away.

Damon stared for about a second. Well, it looks like someone ate her 'Wheaties' and is feeling all kinds of clever. He decided he liked it. He rarely saw Elena like this. Lately she'd been almost as doom and gloom as Stefan, but right now she was being playful. His stomach flip-flopped before he finally responded in kind by growling and pretending to grab her. He caught her hand, but his wounds hindered him again and he ended up letting her go as the gaping hole in his chest opened up and bled right through the bandage he'd put on after his shower. "Damn! Not fair. I'm injured," he panted, falling back on his pillows as blood seeped from the dressing and down his chest and abs.

Elena's brows drew down at the amount of blood on his chest. "Damon, oh my God…you're really hurt. I need to get a look at that," she said, immediately serious again. He tried to shrug it off, but she wasn't buying it. "Don't even try and tell me no," she told him, brooking no argument as she crawled right up on his bed and scooted up next to him. He tried to stop her hands as she went to take the bandage, but she swatted him as if he were a naughty child. "Stop being a baby and let me see it," she ordered.

His lower lip jutted and he pouted. "Fine," he grumbled, finally acquiescing as if he had a choice, but the truth was—he simply couldn't deny her anything once she turned those big brown eyes on him. He'd been a goner the minute she shut the door.

Elena bit back a grin at his petulant expression, but didn't say anything to tease him as she gently pulled back his bandage. She gasped and her eyes about popped from her head when she got a look at the gaping hole in his once perfect chest. "Oh my God! Damon! What the hell happened?"

He leaned back, wincing again as the holes in his back started to ache too. He closed his eyes and sighed. His body was one big throbbing pile of misery and that wasn't as bad as this. He'd really wanted to avoid this conversation. "I…got staked…" he finally said.

"What? How? Oh my God, when?" she demanded.

"Which one do you want answered first?" he quipped, cracking open one eye to peek at her.

"Not funny," she said as she got up and went into his bathroom for a fresh towel and more bandages. "So…seriously…" she prompted, climbing back on the bed. Damon noticed her look of concentration as she pressed a clean white towel to his chest. "How did this happen?"

He gave another sigh. She was like a bulldog with a bone about everything tonight. "I…" He paused and debated lying to her. He wanted her to see Stefan for what he was, but not like this.

She frowned and Damon wasn't surprised when she was able to see right through him. "Don't lie to me."

He rolled his eyes. "When have I _ever _lied to you, Elena?"

She nodded. "You're right. You haven't. So…how did you get staked?"

He hemmed and hawed. Damn he wasn't looking to throw Steffie under a bus. "I just did. Can you drop it already?"

Elena tilted her head to the side and studied him for long enough to make him feel like squirming under her scrutiny. Finally she sighed and said, "It was because of Stefan." She said it as a statement, not a question. "Because he wasn't as strong as we thought he was going to be. So you had to protect him, right?"

Damon didn't reply, but the tightening of his jaw seemed to tell her all she needed to know. Her face fell just a bit and Damon felt a twinge of regret for trouncing Stefan in her eyes. It hadn't been his intention. She pulled back the bloody towel and inspected his wound. "Why do you think everyone else's life is more important than yours?" she asked, slipping the loaded question at him as if she was asking him what time it was.

Nice try, Gilbert…but no. he snorted and gave her his classic smirk. "You must have me confused with someone else. I'm not the noble one, remember?"

Elena simply rolled her eyes and got out some cotton swabs and antiseptic. "Whatever. You're not the same guy who showed up in town two years ago either," she said, meeting his gaze evenly. Damon looked away, but Elena went on, "You've changed, Damon. You've become a better man."

His jaw tightened. There it was again…she wanted him to change. She wanted more from him than he could give. "Or maybe you just think I've changed," he said, unable to help himself.

She set the swabs aside. "No, I've seen it." She tucked her hair behind her ear and peered at his chest. The wound was still oozing blood. She raised her eyes and a worried frown creased her brow. "Why isn't this healing?"

He shrugged, but grimaced when the movement caused another stabbing pain in his chest. "It'll heal…eventually."

"You need some more blood. I'll get you some." She started to get up, but he caught hold of her wrist.

"I already looked. There isn't any."

"Sure there is, Stefan was—" Her words died a hasty death when Damon simply shook his head and told her there wasn't. "But…" Her eyes widened as realization dawned. "He drank it all!" she fairly screeched. "Why the hell would you let him do that?"

She said it so accusingly, like she was actually pissed at him for the situation that he rolled his eyes in response. "I didn't exactly_ let_ him, Elena," he said as patiently as possible. "By the time I'd cleaned up, it was gone." Her eyes narrowed on him and she looked ready to spit some more snarky comments his way, so he cut headed her off at the pass. "Look, I'm tired and while I appreciate your concern…and the bitching that's come along with it…" he added flippantly. "But…" She scowled at his sarcasm. He batted his lashes at her in reply while continuing in the same glib tone. "I'll be fine once I feel a little more…rested."

She wasn't appeased. "These look bad, Damon."

He sighed. "Look, I'll get some more blood tomorrow and everything will be peachy, okay?" He motioned to his bleeding chest and side, "I just can't…right now, but I'm not dying, Elena, so don't worry about me." He made a production of yawning. "_Now," _he told her, waving her off like he was swatting at a pesky fly, "you've really gone above and beyond the call of duty, so why don't you run on back to Stefan. I'm sure he's pacing a hole in the rug wondering why you've been up here so long."

"Shut up, Damon. Stefan's totally out of it and even if he weren't I wouldn't leave you like this so you can stop trying to shoo me away." She bit her lip as if she were having some kind of internal debate.

Was she thinking about offering what he thought she was? He swallowed thickly and he preyed she wouldn't tempt him like that.

After what seemed like an eternity to him, she seemed to come to an understanding within herself and she leaned forward, invading his personal bubble of space. "You need blood to heal." She took a deep breath and Damon caught his, "So you'll have to drink from me," she said finally.

His brain ground to a halt. He knew it! He just fucking knew it! He was shaking his head before she even finished the sentence. "No. You can't be serious!"

"Damon, what's the big deal? You—"

How could she not see how insane that idea was? "No way, Elena! How can you even think it?"

"Because you need it," she answered simply.

His brows drew down and he scowled at her. "Not that bad," he snapped.

"What, isn't my blood as good as one of your sorority girls'?" She said it as a sarcastic quip, but she had the gall to look offended and that made him want to grab her, pin her to the bed and fuck and feed on her for the rest of the night.

Shit! Damon gnashed his teeth. "That's not it and you know it," he all but growled at her.

She didn't seem to understand his absolute refusal to even consider it. "Then what is it?"

He cursed softly. Why did she have to be so damned stubborn? He evaded the question. "I just…can't," he insisted.

Elena wouldn't let it drop. "Why-not?" she asked, enunciating each word.

He pursed his lips as he wracked his brain to come up with a suitable reason besides 'I'm in love with you and if I taste you—I'll want to fuck you until we both die from it'. He'd rather drink a vervain flavored milkshake than tell her that. "Well for one…your boyfriend would probably give birth to a small cow if you did. Imagine St. Stefan's reaction to you offering up your blood!" There, he thought, that'll stop all this nonsense. He had to get her out of here and pronto before she noticed how aroused he was getting. That would be embarrassing and he didn't have it in him tonight to try and compel away any more of her memories.

As if she knew what he was doing, Elena smirked right back at him and climbed up on the bed. "Nice try, but since its Stefan's fault you have no blood…he'll just have to deal, won't he?"

Damon's jaw dropped in surprise. She wasn't giving up. She was seriously going to let him drink from her. It took all of a second for him to become painfully aroused. "Elena," he said moving away from her. "This really isn't a good idea."

She scooted up to him again, almost on top of him and he felt his resolve weakening. "Damon, you need blood. I have it. It's not a big deal."

His jaw tightened and Damon had to bite back the groan that wanted to burst forth—this was hell. He wanted her so badly and she simply had no clue what a _huge_ fucking deal it was! "Elena…" he warned, "you've never—"

She cut him off with a shake of her head. "Yes, I have. I let Stefan drink from me that time," she reminded. "It hurt, but…" she gave a little shrug, "you need it, so I'll deal with the pain."

He shook his head. "I appreciate your sacrifice," he muttered with more than a little sarcasm, "but that wasn't what I was saying. I was_ going_ to say…you've never had _me_ feed from you…I'm not Stefan."

"Are you saying you'll hurt me?" She scoffed and had her counter ready before he even replied. "I know you wouldn't, Damon, so don't even bother."

He didn't. "No," he agreed, "I'd never hurt you. Not like that." His mouth watered and he swallowed thickly. "But…when I drink…it's not from the wrist. It's too painful that way and the blood doesn't flow as easily." He reached out and ran a finger along where her neck met her shoulder. Elena shivered and Damon bit his lip hard to not growl in response. "I feed from here," he said huskily, "or…" He glanced down at her thighs and let the insinuation hang there. Elena flushed the shade of ripe apple and Damon cleared his throat, willing away the raw hunger that was racing along every nerve ending. "So…now you see why we can't—"

"From here?" she asked, brushing her hair back off her neck. Too stunned to do more he simply nodded. "Fine," she said and tilted her head to the side. Damon was frozen to the spot simply unable to comprehend that she was offering herself to him like this. Finally Elena took his hand and pulled him closer. "I trust you," she said softly. "You need this, Damon."

He couldn't resist any longer. He'd tried. God knows he had, but this—she was everything he wanted. "Are you sure you want to do this?" he asked, giving her one last chance to change her mind.

"Yes. I know you'll take care of me, Damon."

He capitulated. "Okay," he said, "come here." Since he was naked under the sheet he held out his hand for her to come to him. She knelt beside him and tilted her head to the side for him again. His fingers trembled as he tucked her hair behind her ear. She shivered and he brushed the rest of her long locks over her shoulder, baring her neck to him. His mouth was salivating so badly he thought he might even drool a bit before he even got a taste of her. He was hungry, yes, but this was Elena and biting her was a favorite fantasy of his. He just couldn't quite believe it was really happening.

Damon sat up and wrapped an arm around her waist. He cupped her cheek. "I'll make it painless," he whispered softly, his lips brushing her ear, "I promise."

**Cut scene: fade out…**

******D/E****D?E****D/E****D/E****D/E****D/E****D/E****D/E******

_Okay guys…so I'm totally nervous since this is my first attempt at DElena again…please let musie know what you think because believe it or not…your reviews totally make a difference. As a matter of fact a review I got tonight for my B/A fic reminded me of an important part I'd left out in the fic and I went back an added a scene in the final chappie solely because of that review! :) So, believe it or not, musie hears and she listens. :) :) Plus…she's a greedy little fat-cat that needs tons of affection! Lol! Anyhow, I'm going to work on The Auction after this. I feel like I can get back into Damon's head again now. Thanks for all your support…you guys are awesome! :)_


	2. Chapter 2

What Dreams Are Made Of

A fic by: Jenna

Rating: M

Pairing: D/E

**FYI: I know I was supposed to post this last night—I tried, but failed—tried and failed again early this morn...couldn't log in. It appears the site is having problems—was it just me or did everyone have problems? Let me know, will ya?**

A/N: Okay, first off, I want to say thank you so much for the utterly amazing response I've gotten for this fic! I have felt welcomed back here with such open arms that it gave me the warm fuzzies! :) :) lol! Really, it did and you guys are all so awesome.

Now, I'd like to give a few shout outs to some ladies who truly inspire me and the beast I call musie! :) :) Let me say...these amazing gals and their writing are what gave me the spark I needed to write this piece. First...LoveEpicLove. If you haven't read her stuff...you're missing out. This gals' work is like WOW! She's probably one of the best writers I've ever read. If you get a chance…she's a must read. BadBoysAreBest is another writer I admire. *bows* S. is simply astounding. She captures the characters' voice perfectly and her smut is out of this world. Truly nummy. Love her work! Now...my friend;Temptress-Kitten17 is utterly spectacular at the smutterfluff I love, but lately she's been dipping into the darker side too with 'I Can't Feel Your Pulse' (anyone who hasn't read it—should!) Okay, now I just started a fic by Auntleona0 entitled 'Every Student Needs a Teacher'…it's GAH! Totally nummiliscious with mega-good smut and nekkid Damon galore! If you love your smut like I do…then you need to read that fic! Ciara2531 is another brilliant author who blends romance and smut. She has a finger on the pulse of what makes a heart (like mine) tick. I love her stuff! And last, but certainly not least…NikkiLeighVampireHeart is also a terrific writer who blends her unique style with satyrical humor. She spices up her witty plots and humorous prose with a yummy smut-fest too. Truly-a great read!

All of these ladies are a MUST if you like your fanfic like I do and anyone who hasn't read their work is just depriving themselves of some seriously GREAT fanfic! :) :)

Okay…NOW...I know there are _so_ many others out there that write amazing DElena—(check out my faves for a list of awesome authors) but these gals all have current fics that are out of this world and have inspired me to jump back into DElena, so to speak. **So, thank you ladies…you are all utterly superb!**

If I forgot anyone…I'm sorry. I'm bipolar—it wasn't intentional! lol! JK. But seriously, if I forgot to mention you…it's because I simply can't name how many good authors I've read. I probably have you on my faves though so don't be mad at me...

Okay…enough of my yammering…on with the DElena show. Right? Right!

Here we go... guys this IS long...(even for me) but I didn't want to break it up...hope you like it-despite the length! :) :)

*****D/E***D/E***D/E***D/E***D/E*****

**Previously in… 'What Dreams Are Made Of':**

_She scooted up the bed, almost on top of him. He felt his resolve weakening. "Damon, you need blood. I have it. It's not a big deal."_

_His jaw tightened. She simply had no clue what a__** huge**__ fucking deal this was!_

_Elena took his hand. "I trust you."_

_He couldn't resist any longer. He cupped her cheek. "Are you sure you want to do this?" _

_She nodded into his palm._ "_Yes. I know you'll take care of me."_

_He capitulated. "Come here." She moved to his side and Damon wrapped an arm around her waist and pulled her flush against his naked chest. "I'll make it painless," he whispered softly, his lips brushing her ear, "I promise." _

******D/E****D/E****D/E****D/E****D/E****D/E****D/E****D/E****D/E****D/E******

**Part 2**

**Scene opens: Damon and Elena are on his bed in a...vampire's embrace, so to speak. The room is dimly lit from the soft glow of one lamp and the fire flickering in the hearth. Damon is reclining against the headboard. He's naked...with just the sheet covering him. Elena is still in her skinny jeans and top. She almost on top of him, lying across his chest-offering him her blood.**

Damon went over all the ways he could do this. He still thought there would be hell to pay, but now that he'd accepted her idea as the gift it was, he was hell bent to make it better than merely painless. Her offer was the proverbial 'Golden Opportunity' to show her how incredibly erotic a vampire bite could be, to teach her first hand, the fine line between pleasure and pain. It was obvious that Steffie was too much a weakling to ever give her this, but Damon could.

"Is something wrong?" she asked, breaking the silence. She looked down at his chest and frowned. "It's bleeding again. You need blood, Damon."

Damon was pulled out of mental quagmire by her all business like attitude. He shook his head and gave her a half smile."No, not wrong…just…thinking."

She pulled away and sat back on her heels. "If you're going to tell me you've changed your mind…" She crossed her arms over her chest and pointedly glared down at his wounds. "Think again."

Her chin was raised at that pugnacious angle he recognized. She wasn't taking 'no' for an answer! Damon held up a hand to ward off the bitch session heading his way. "Elena, you don't need to scold me. I haven't changed my mind. You're right. I need blood, _but_…" He added a huge emphasis on the 'but' "I just want you to remember this was your idea. Whatever happens afterward—this was on you, right?"

"What do you mean…whatever happens afterwards?"

"Just what I said. I'm not going to hurt you, but…" He searched for the right way to tell her. "A vampire bite can be very pleasurable, Elena. It can also be addicting…" She looked like she was about to change _her _mind, so Damon flashed a cheeky grin and added, "_So_ if you get all worked up and start stalking me, I don't want you blaming me for it!"

"Okay, no stalking. I think I can manage that."

"Good, so I won't have to compel you to forget or anything…"

Her eyes narrowed on him, pinning him under her gaze like a bug under a microscope. Damon froze. Why the fuck had he said that? "What the hell, Damon! Were you planning on compelling me?"

He shook his head before she even finished that sentence. "Nope. Unh-uh. Trust me—never even entered my mind." She had _no _idea how truthfully he meant that. Compelling her once was enough for him. Damon loved Elena's fire too much to mess with her head like that.

"Okay, good. Because I could never trust you again if you ever did that to me." She took a deep breath and Damon did his best not to give himself away. Thankfully for him she didn't notice how uncomfortable he was. "So…are we gonna do this or what?" she asked, all business again.

Damon's hunger for her outweighed his worry that this whole thing could backfire on him. He'd wanted her for so-so-fucking long. "Let's do it," he said, barely restraining the urge to rub his hands together or something as equally undignified.

Elena gave herself a mental shake and licked her lips, sending Damon's mind right to the gutter. It stayed there when she pulled her hair over to one side, completely exposing the long, slim column of her graceful throat and shoulder. "Okay…" she said. All husky voice and sexy lips."I'm ready."

Damon swallowed hard. So was he. He pulled her to him. '_Oh Elena…sweet, brave little kitten,' _he thought, '_you have no idea what you've just gotten yourself into…'_

He wrapped his arm around her back and dipped his head, inhaling her scent. She smelled like strawberries and jasmine. He suckled at her flesh, laving the place he was going to bite. She gasped and her pulse skyrocketed. He nipped at her with blunt teeth and in a knee-jerk reaction she nearly leaped out of his arms.

He held her, not letting her run. "Sssshhh…" he soothed. His voice was soft and calm. "I'm preparing your skin for my fangs, Elena. It'll hurt you less this way." He tipped her chin up to meet his eyes. "Do you trust me?"

She nodded, but she was trembling like a leaf. She was aroused. Really, really aroused and Damon could smell it all over her. It made him want to rub himself against her. He got a hand on his lust. "Then trust me to make this good for you, okay?"

"O-okay," she whispered back.

He kissed the skin above her pulse, nibbling at it just a bit. He could feel her heartbeat riot when he did that. Good, she was ready. She moaned and brought his mouth to her neck. Damon smiled. "That a girl…" he purred and as she relaxed into his embrace, he sank his fangs into her throat, groaning deeply when her sweet blood hit his taste-buds for the first time. His eyes rolled. She was delicious. Drinking from Elena was like having fillet-mignon after eating nothing but McDonald's for a lifetime.

He took his time with her. He refused to slurp her blood like Stefan had when he'd fed from her. No, Damon knew better. He had more control than that. He sipped from her, using his tongue to gently soothe and excite while he drank. Her breathing accelerated until her chest was heaving and Damon could feel her body quiver in his arms. Her blood started pumping fast—too fast and Damon had to lick at the wound to stop her blood from gushing down his throat. Normally that was _exactly_ what he wanted, but this was Elena. He didn't want this over before he really got to enjoy her—or vice-versa. When her blood was sluggishly oozing from his bite again, he gently buried his fangs deeper into her flesh, drinking from her slowly, luxuriating in her exquisite flavor.

She gave a breathless little mewl and he couldn't help the answering growl that erupted from his chest. He was so hard he could cut steel with his cock. "Fuck!" he groaned. Her blood made his head spin and he eased back to recline against the pillows so that he rested against the headboard. He continued fdrinking slowly, pulling Elena with him so that she was sprawled across his naked chest.

Elena made little whimpers in the back of her throat as he pulled her essence from her body with slow, erotic draws of his lips and tongue. She was so close to tipping over the edge... Damon had to remind himself to take his time. Enjoy the experience. She was like a fine wine. You savored each sip. You didn't gulp it down like cheap tequila!

"Oh God…" she gasped, shaking, clinging to his naked shoulder with nails that raked his flesh-making him quiver too. Her body tightened and her heart thundered in her chest, she was literally quivering with each palpitation. It was such a turn on, his hips bucked upwards. "Damon!" she cried in response, "What's happening to me?"

He raised his head slightly. "It's called la petite mort, love...so good you think you're dying..." With that answer, Damon lowered his head again and went to work on getting her to the point of no return. He used his 140-plus years of experience to lead Elena down the path of the wicked.

"Oh God!" she gasped and climbed right up into his lap. Her head tipped back and she writhed under his mouth. "Pleeease..." she whined, fingers in his hair, Elena pressed his mouth to her harder. "Do it."

Damon almost lost it. Her hot little ass beared down on his bulging erection and she was begging -*begging* him to 'do it'!. "Elena..." he moaned and she rolled her hips against him in response, rubbing him in all the right ways. Instinctively his jaws tightened, biting her harder.

She whimpered, grinding back and forth against his cock like a fierce little cat in heat. Damon's eyes closed as her hands moved urgently along his back, scratching him as she wriggled around on him like she was churning butter in her jeans. It was getting impossible to keep a clear head.

She was so hot for it, but Damon was determined he would _not_ get off on some grinding like a boy with his first chick. Even if it _was_ Elena doing the grinding! He gathered the tattered remains of his control and forced away his urge to pound her into his mattress. Pushed it back into a far corner of his mind—at least for that second. She'd agreed to give him blood—not fuck him. She was lost in the bite. To take her like this would be wrong, but…sweet-ever-loving-hell…it was getting harder and harder—no pun intended—to keep himself from just ripping her jeans off and taking what she was offering.

Elena _was_ lost in the amazing sensations he was providing so unintentionally she made it even more difficult for him to do the 'right' thing by arching into him. She pressed her breasts against his chest and begged him breathlessly for more. She wanted to come and asked—no—demanded he make it happen! Damon couldn't take anymore. He slid his hand up her back and with a flick of his wrist he unclasped her bra. Elena sighed when her breasts were released. That damn little sigh went straight to his groin and his hips jerked in response.

"Yes!" she cried when his cock bumped up against where she needed friction most.

Fuck me! he was toast and he knew it. He either ended this now or he stripped her naked and just said fuck it. Let the chips fall where they may. He made his decision. He wouldn't take advantage. Instead he pulled her flush against his chest and gave her one last final bite—harder than the rest. He used his tongue, swirling it along her skin as he drew deeply on the wound. Elena moaned, her body went rigid and she let out a breathless little scream as she came undone. Damon gnashed his teeth, keeping himself in check as her orgasm flooded the flavor of her blood.

She was so beautiful, climaxing in his arms. It was, bar none, the sexist thing he'd ever seen! It was all he could do to keep from coming right along with her...

He held her, rocking her until she stopped quivering like a junkie needing a fix. When she relaxed against him, he brushed her tangled hair back to look into her flushed face. She was all dazed. Confused even, until their eyes met and suddenly Elena went all stiff. Her eyes widened and she flushed six shades of red before she scrambled off him. In her haste, she yanked the sheet off him and got it caught around her ankle. She scooted, on her hands and knees, across the bed, trailing Damon's only cover in her wake.

He made a grab for it. "Elena! Give me the damned sheet!" he growled, tugging on the end he held. The last thing he wanted was for her to turn around and find him sitting here sporting a damned flag-pole in his lap.

She yelped when he pulled her backwards, but she was overwrought and leaped away from him, taking Damon's sheet and the only thing covering his dignity with her as she fell off the bed in a lump of wild hair and white Egyptian cotton.

She popped her head up from where she was sprawled and Damon quickly snatched up a pillow and covered his erection.

She swiped her hair out of her eyes and glared at him. "Damon! What the hell? What did you do to me?"

She was spitting and hissing at him as if he'd been caught slipping a roofie into her drink!

His eyes narrowed and he shook his head at her, chidingly. "Unh-unh…we talked about this…I told you it was good. You're not pinning this on me!"

"But what was that? I-I…" She blushed to the roots of her hair._ "_Why was it_…that _good_?"_

He kept one hand on the pillow keeping him covered and held his other one out to her. "If you'd give me back my covers I'll answer your questions." Her eyes darted down and her jaw dropped at all the…naked Damon on display. Only one little pillow was between her and a full Monty Damon experience. He almost laughed at her comical ogling. "Elena!" he prompted, smirking at her. "Um…the sheet…unless you want me to just get naked then…" He started to pull the pillow away.

"No!" She threw the sheet at him. "Sorry," she mumbled looking away as he got himself situated again.

He got himself together before he turned his crystal blue eyes on her. His lip curled in anger. "Elena…I told you upfront it would be good," he reminded her. "I told you how pleasurable it could be. I didn't lie or deceive you in any way…so if you want to turn those judgy little eyes on anyone…" He waved a hand towards the bathroom. "The mirror is that way."

Her shoulders slumped and the wind was knocked right out of her furious little sails. She sat back down on the bed beside him. "You're right. I'm sorry," she said softly. "I-I just didn't…I didn't know…"

"That's you'd come?" he supplied and her flush deepened, spreading across her chest too. He gripped her chin and turned her head until she was forced to meet his gaze. "It happens. Nothing to get all worked up over."

Elena sighed. "It was just…oh my God…" She put her face in her hands. "I was all over you."

He pulled her hands away and flashed that cocky grin of his. "Hey, don't be embarrassed. I'm just that good."

"Oh brother," she muttered, rolling her eyes at him, but a small smile curled her lip too.

"Look, nothing really happened. I could have pushed it and taken advantage. I didn't."

"I know." She paused, and then frowned up at him. "Why didn't you?"

What the—? Had he heard that right? "Did you want me too?" he asked instead of answering.

Elena worried her bottom lip. "It was…when Stefan bit me...it was _so_ different."

"You thought I was going to growl and slurp at you like he did, right?"

She nodded and made an *mm-hmm* sound. Elena ran a hand through her tangled hair and sighed. "How can I even_ look_ at Stefan the same after what just happened?"

Now _that_ caught his interest and he leaned forward. "What do you mean?"

She shrugged. She looked so lost and confused, Damon leaned in, wanting-no needing to comfort. "Elena...you didn't do anything wrong," he whispered.

She gave him a grateful smile. "I know, it's just...Stefan and I…" She shrugged again, "we've been drifting apart. I thought we would work it out, but…" She shook her head and turned her eyes to him.

Damon got lost in those deep brown pools. "But what...?" he breathed, eager and terrified at the same time.

She waved a hand, "But I don't think we will anymore."

"Why?" he asked before he could stop himself.

Elena shook her head. "I don't know. Maybe it's because I don't know what I feel anymore."

Was it him? Did she finally see _him_? He waited for her to go on. He desperately wanted her to go on...but she just sat there looking utterly confused.

Dammit! He almost-_almost_ demanded she explain, but he knew it wouldn't do any good if she didn't understand it herself, so he let it drop, filing it away for another time. "Well," he said all cocky smile and cheeky grin, "I have a little more control than my brother. Comes with age and better looks..."

Elena raised her head and gave him the patented eye roll. "Really? Is that it then?" she shot back, but that quick, their earlier awkward trauma began to fade and Elena got comfortable again. She shot him a teasing smirk. "Okay, so I guess I can see why you made me promise not to stalk now…"

He laughed outright. He _really_ liked this side of her. "So I won't find you hiding in bushes or behind corners...right?"

She wrinkled her nose up at him. "In your dreams..." Before he knew what she was about, she leaned forward and pulled the bandage off his chest. He flinched and yelped as it pulled hairs with it. She rolled her eyes. "Oh please...you're a vampire. Quit being a baby." He shot her a petulant scowl and she stuck her tongue out at him. "Stop whining. I just want to see if you're all better now."

If he could, Damon knew his face would be red. He'd thought she was copping a feel. Shit! He'd actually forgotten all about being hurt. "They're fine," he said huskily.

She laid a hand on his chest and peered at the worst of his injuries; the one from the stake. It was almost totally healed. She raised her eyes, smiling. "Wow...I'll never get over how fast you heal."

Her touch made his body shiver. Damn, he'd been so close to letting her go. Her hand stayed on his chest, but it wasn't clinical anymore. It was...caressing. "Elena…" He didn't say anything more than her name, but the warning was clear.

She didn't heed it. Her hand curled and she scraped at his nipple with her nails. She shivered and her heart rate accelerated. "Yeah…" she breathed, staring at his lips like she wanted to taste them.

Damon bit back his groan. That was it. She was his drug and he knew, without a doubt, he was addicted. "Fuck it…" he growled, grabbing her hand in his. With one firm tug, he had her back in his lap and before either of them could think about the repercussions of what he was doing…he kissed her.

At first Elena went stiff and struggled against him, but Damon was prepared for that initial reaction. With a predator's instinct, he went in for the kill, using every ounce of the skill he'd garnered over the years to eradicate any and all her inhibitions. With slow, gentle strokes of his tongue, he coaxed her to open for him, teasing her tongue to come out and play with his. Within moments she did, melting against him as she gave in to the passion between them.

Once Elena let loose her control, she really let go. It was like she'd given a smoldering fire a blast of fresh oxygen. She jumped back into his lap, wrapped her legs around his waist and kissed him with an eager enthusiasm that quickly turned into a blazing inferno.

Damon was more than a little surprised at her response. She kissed him with everything she had. It was pure, raw and unadulterated. He recognized it. He felt this kind of primitive hunger when he needed to feed. That she wanted him like that blew his mind. He almost came right then and there!

"Elena…" he growled, burying his hands in her hair and tilting her head just so in order to completely dominate her mouth.

Elena didn't reply she simply let him take her mouth and moaned into his kiss while she churned her hips on his lap, pressing her core against his erection in a wanton manner that quickly had Damon dazed and excited beyond all comprehension.

He couldn't help but wonder if maybe he'd actually died tonight and now he was in heaven. If asked, he hadn't a doubt, that this scenario would be his version of nirvana. Elena in his arms, his bed and in his blood…it was fucking perfect.

He pulled back from their wild tongue dueling. He loved kissing her like that, but he wanted…he glanced down at her clothes. They kept her from him. She looked sexy, but he wanted them gone. "Elena…I want to see you," he whispered, praying he wasn't going to ruin the moment.

Once again Elena threw him for a loop when she not only agreed, but went about getting naked with the same enthusiasm she'd shown earlier with her lusty assault on his senses. Quick as a cat she shrugged out of her jacket and tossed it over her shoulder. Next to come off were her converse. Those were quickly kicked off and sent sailing one by one over her shoulder to land somewhere in his room.

Neither of them cared about where their clothes were at that point. Thye just wanted them out of the way!

"Help me get this off," she breathed, pointing to the tiny eyelets that fastened along the front of her top. Damon made short work of it with his nimble fingers and Elena raised her arms and he chuckled huskily, pulling it over her head and throwing it aside. Her bra followed in short order, leaving her naked from the waist up. Damon sucked in his breath at the sight of her breasts. Her nipples and areola were the color of cocoa. He loved hot cocoa—especially with marshmallows. Damon wondered briefly if he was drooling, he'd never felt so starved for a woman before.

Elena snapped him out of his reverie. "Jeans—off now," she prodded, laying on her back and wriggling her hips to get the skinny jeans down her curvy hips. Eagerly, Damon grabbed them and whisked them off her body in less than a second flat. Now all she was left in was her sexy boy shorts. She got to her knees in front of him, her tanned body on display. All hair, long legs and those breasts… His jaw dropped and Damon knew he had to be drooling now. She was a goddess and he knew that _this_ was the mental picture he'd use in any and all upcoming fantasies he had of her.

She raised that stubborn little chin, meeting his eyes. "What are you thinking so hard about?" she asked, her voice husky with an underlying edge of nervous tension.

Damon almost didn't catch what she was saying because he'd been zoning out on how edible she looked.

When he didn't reply, she crossed her arms over her breasts. "Maybe this isn't—"

Oh crap! He'd lollygagged and now she was ready to bolt. No! He had to stop her train of thought before it got the chance to leave the station. Damon wasn't sure he could be what she wanted him to be, but he was damned sure he wanted her in his bed tonight! Swooping down like the predator he was, he captured her lips in a kiss that had them both weak kneed and aching for far more than just their tongues mating…

With infinite skill he led her back to the land of the 'hot and bothered' by trailing his mouth up her face to her ear. He nuzzled her there, taking a moment to nibble at the sensitive spot just behind the lobe. Elena cooed and shivered. He smiled against her flesh and moved lower, caressing her flesh with wet, open-mouthed kisses down the column of her neck and along her the pulsing vein along her jugular before pausing to suckle at his bite. She arched her back, dug her fingers through his hair and moaned, pressing his mouth closer to that spot.

Damon was glad to see that had become a 'hot-spot'! She liked being bitten. His cock throbbed and he had to force himself back on track. She was right here with him, excited and horny…he wanted to take the opportunity to drink his fill. He moved down her shoulder to her chest, his lips lingered on her collarbone for a moment before sliding down her chest. He was desperately eager to taste those tantalizing nipples. He couldn't get the image of Elena and chocolate out of his head. Damon was sure he'd never think of any kind of chocolate confection again without picturing Elena's cocoa colored nipples right along with it! Did her nipples taste as sweet? His mouth was watering again as he hovered there, a hairsbreadth from discovering the answer. He closed his mouth over a dusky peak, groaning as he suckled her.

She was far, far better and he swirled his tongue around her nipples, lavishing all his attention on them. He lifted her breasts, pushing them together as he paid homage, alternating between soft butterfly flicks of his tongue and delicious suckling. Elena's breathless moans and passionate whimpers egged him on and Damon thanked whatever God had finally decided to smile down on him and give him this woman…even if it was only for tonight. He finally had the girl of his dreams in his arms.

"Jesus, Elena…you're beautiful," he murmured, raising his head. His own lips were swollen and ripe.

"Sexy…" Elena murmured, staring at his mouth.

At first he thought she was correcting him on what adjective he'd used to describe her and one side of his mouth curled into a puzzled smirk."Huh? Who's sexy?" He said it, but just as quick, it dawned on him what she was saying. He blinked at her, again thankful he couldn't blush. Where the hell had his smooth ways gone?

She giggled. "You are…unless you have a mouse in your pocket…" Her eyes dropped to the bulge that was on prominent display under the sheet. Her eyes widened a bit and she muttered under her breath, "Or...a python…"

His answering grin was so cheeky Elena held up her hand to ward off whatever lewd comment he was about to make. "Don't even go there."

His 'cat-that-ate-the-canary' smirk slowly faded and he reached out and put his hand behind her neck and pulled her in. "You're right. No more talking," he whispered before his tongue thrust into her mouth, taking hers in a dominant show of lusty desire that took her all of a second to respond to. Her arms wrapped around his neck and she kissed him back, crawling on top of him again and reclaiming her seat in his lap. His cock ran up the small of her back and Damon groaned when she began to gyrate on top of him.

Damon buried his face in her neck, panting. "I love you…" he blurted out breathlessly, finally repeating the words he'd swore that he'd never say again.

It was hard to say which of them was more surprised by the impromptu declaration; Damon or Elena.

Damon's eyes widened comically. Where the hell had _that_ come from?

Elena hesitated, biting her lip. "Damon…I…"

He put a finger over her lips to quiet whatever she was going to say. Whether he did it for her piece of mind or his own was a toss up. "Ssshh…you don't have to say anything." He shrugged. "But, now you know."

She nodded, cupped his jaw and brought his head back down for a very tender kiss. Damon returned it and deepened it by stroking her tongue with his. He was relieved by her reaction. She hadn't said it back, but she also hadn't thrown his words back in his face or left him hanging high and dry with a hard on that could literally take an eye out. And he knew this wasn't just her getting carried away and doing the bad-boy brother. Elena wasn't like that. She had feelings for him. It may not be love…yet…but he could hope. At least _now_ he had something to base that dream on.

He kept up the sensual assault as he reclined back on the bed, pulling Elena along with him until she lay sprawled across his now fully healed chest. His hands tangled in her hair and he angled her head to make the kiss even deeper. He'd forgotten how erotic and hot kissing was. Usually Damon would have already banged and fed on his date by now. He didn't do 'make-out' sessions. But Elena was different. The fact that he was still just kissing right now was simply further proof of that.

They moved sinuously against each other, exploring, tasting. It was intense and arousing. When Elena let her hand slide under the sheet to wrap her hand around him, it became too much! She was going to un-man him! In a flash he rolled them so that Elena was under him. He dipped his head to trail hot, wet kisses across her chest, belly and thighs. His ache to be inside her warred with his desire to taste more of her, he debated for an instant before his kisses moved south. His appetite for her wouldn't be satisfied with just sex. He wanted to consume her…

He gave her flat tummy an open-mouthed kiss just above her hip bone and Elena's fingers buried themselves in his hair and urged him to get busy. He chuckled, raised his head and smirked at her. "Patience_ is_ a virtue, Elena."

"One I don't have right now," she told him, returning his smirk with one of her own.

"A woman who knows what she wants…I like it," he said in a lecherous purr of satisfaction. "I'm gonna rock your world," he murmured as he scooted down her body to lie between her spread thighs. He licked his lips at the bounty spread out before him. She was so enticing—bewitching him at every turn and he couldn't wait another second to see if she tasted as sweet as she smelled. He heard her ragged indrawn breath when he spread her legs wider to accommodate his shoulders. She tried to drag his head where she wanted it, but Damon refused to be rushed and instead diving right in, he teased her further by nibbling at her inner thighs. He placed several kisses along her legs to the backs of her knees before using his tongue to really get her motor revving. She squirmed under his ministrations and her breathing grew labored the higher he went and by the time he was nibbling at the juncture where her thighs met her pubic area, Elena was whimpering with desire, arching her hips towards his face and desperate for his mouth on her.

He smirked. That was more like it. He dipped his head and licked along her nether lips, lapping at her slit and letting her fully enjoy his tongue on her before he zeroed in on her sweet spot. She writhed under his attentions, bucking her hips upwards as he swirled his tongue around her clit, teasing it into full arousal before suckling the tender nubbin into his mouth. Her sharp cry of pleasure told him she was close and he put his fingers into play. Inserting first one and then another and wriggling them until he found the spongy tissue just under her belly button. He quirked the digits in a 'come-hither' fashion while using his tongue and teeth to work her clitoris. Elena came undone. Her body jerked hard and she grabbed his head to press his mouth to her. A shriek burst from her lips and he doubled his efforts, sucking her harder while fingering her faster and faster.

"Oh God-oh God…oh-oh-oh my God!" she chanted, thrashing under his talented hands and mouth until her face contorted with pleasure and she gave a long keening wail of release. He continued licking at her until she fell backwards, sagging into the pillows with a long drawn out, well satisfied sigh.

Damon rested his chin on her heaving tummy. His face was wet with her juices and his sparkling eyes were a more lusty green than his normal crystal aquamarine. He grinned at her. Elena dragged open her heavy lids and returned his grin with a sleepy smile. His expression was so cocky it practically screamed 'told you so' but he didn't say it. He didn't have to. It had been pretty damned obvious that she'd thoroughly enjoyed what he'd just done to her.

He slithered up her body, kissing his favorite spots along the way.

"That was amazing…" she whispered.

"No, you're amazing," he said softly, positioning himself over her. His cock nudged her swollen core and Elena shivered in response. "Ready?" he asked, striving to hold onto his control. He gritted his teeth, his jaw tight with the effort it took to not just shove his cock inside her and pound away until he came. He'd wanted this for so fucking long…but he needed it to be unforgettable, not a wham bam kind of thing.

She blinked those big brown eyes at him and her hands came up to grip his biceps. "I want you…" she whispered, giving him the green light to proceed.

He rocked his hips forward and sank into her. His eyes closed and he hissed in pleasure. She was magnificent…so hot, wet and tight. Damon could have gladly died a happy vamp then and there. Shivers raced up his spine and he groaned low and deep when her inner walls fluttered and rippled around him. She was burning him alive and he loved every single second of it!

He paused to catch his breath, pulling his control together. He didn't want this to end before it even began. Elena dug her little heels into the base of his spine and pushed, obviously trying to get him to go. He leaned down and distracted her by kissing her. She dug her nails into his back and returned the kiss eagerly. After a moment, he started to move in and out, pumping his hips forward and back, impaling her shallowly at first, but going deeper each time until he was moving within her sheath with deep, powerful strokes.

Elena found her rhythm too and moved with him, arching up and into his thrusts, giving him deeper penetration. He hit a spot inside her that made her scream. "Damon-yes! Oh God, right there!"

He angled his movements to accommodate and Elena cooed in pleasure, moaning each time he plunged inside and hit that spot that made her see stars. Her toes curled against his back and Damon moved faster, harder, rolling and angling his hips so that he could hit her 'G' spot and her clit on his down-ward momentum.

Elena keened softly and clawed at his back. Damon growled in response and his teeth found his earlier bite. He nuzzled it before sucking on it, drawing out her blood again. She whimpered, holding his head to her. "Yes…do it."

His fangs erupted. "Elena…" he sighed. She tilted her head, offering herself and told him she wanted it. Damon moaned in pleasure and sank his fangs home again.

"God yes!" she cried, clenching tight around him. Her body jerked hard and Damon realized she was coming from his bite. "Oh Damon-yes-yes-please…"

He groaned and gave her what she wanted. He bracketed her head in his arms and drank while he pounded into her with sharp, firm thrusts that sent her straight into another sharp explosive climax.

Damon kept his face buried against her neck. He nicked his tongue on a fang and lapped at her wound, healing it. He was so close. He drove into her hard and fast. God he loved her. "Elena…I—"

"Don't say it!" she growled and suddenly her nails raked down his back and she grabbed his ass, pushing him into her forcefully. "So good…don't stop!" she panted, holding him in a grip that was nearly painful.

Damon did as she demanded, even if he was more than a little surprised at her aggressiveness. She clawed at him, drawing blood. He hissed in painful pleasure. "Elena! Oh fuck…I'm so close…" he panted, bracing himself on his arms and rolled his hips, hitting her sweet spot.

She gripped him with her knees and pulled him into her. "Mmmmm, me too, lover…come on…do it the way I like it. Hard and fast!"

Damon unwound her legs from his waist and brought them up over his shoulders. His hand went between them to find her clit and he played with that little bundle of nerves while keeping up the hard, driving assault she wanted from him.

She went wild, raking her nails down his back and drawing blood. Her head tipped back and she let out an ecstatic shout of his name, bucking her hips up and clinging to him as her inner walls clamped down upon him and she climaxed.

That was all Damon needed. He got to his knees, holding onto her thighs with a white knuckled grip as he hammered into her pliant body, eager for his own release now that she'd reached hers—a few times. He growled low in his throat as he felt the first tingles that heralded his impending release. He threw his head back; eyes shut tight, the sound of flesh on flesh loud in the room as he got closer and closer to that edge of oblivion. Finally it hit him and he saw stars burst behind his eyes. "Elena!" he roared her name, giving one final thrust he released hot jets of cum deep into her willing body.

Exhausted, he collapsed on top of her, panting and shaking in the aftermath. "Oh fuck…oh God…" he gasped, trying to stop his world from careening side-ways. "That was incredible…" he breathed raggedly.

"Mmmmm, yeah, it really was," she purred, stretching like a contented cat under him. "I'd almost forgotten how spectacular you are in bed…"

His entire body went into a state of shock and it was like the theme for the movie 'Psycho' went off in his head at_ that_ wicked purr.

"It was also beyond interesting to see how much blood-play is involved in your little fantasies, Damon."

Damon felt his stomach drop. He wanted to retch. "No way…" he breathed, staring down at her in horror.

"Yes way," she taunted, smirking up at him.

He reared back as the telltale dark veiny lines appeared under her eyes and she gave him a toothy smile. He grimaced, recoiling from her as if she were a leper, but she held him to her with her older—superior vampire strength.

"Katherine let me the fuck go!" he snarled, flashing his own fangs as he struggled to get off her. His mind was blown and he just needed to get as far away as he could.

Katherine shook her head. "Unh-unh…not so fast." Damon recognized the predatory look on her face. It was as if time stood still. She'd looked at him just like that when she'd first gave him her blood. She chuckled. "You're not going anywhere, lover…I think you've forgotten you belong to me." Her voice was teasing, sweet almost, but her eyes were cold and deadly as she lunged for his throat!

"Aaaahhhh!" he screamed as her fangs ripped into his neck.

***D/E***D/E***D/E***D/E***D/E***D/E***D/E***

Damon's shout echoed off the walls of his suite as he bolted upright in bed. His whole body was shaking, panting and sweaty, and…he glanced down at his stomach with a grimace, sticky too! His hand shot up to his neck, searching for a bite, but he found it in tact and fine. Jesus that had been one hell of an ending to such a perfect-fucking-dream!

"Fuck!" he breathed, running a shaky hand through his hair. What the fuck had happened? One minute he was with Elena and the next…He shuddered as he remembered Katherine going for his blood. Bitch! What the hell_ had_ he been thinking chasing after her for a hundred and forty years? He made a face. Ugh!

He reached over to his nightstand and flipped the light on, opened a drawer on his nightstand and rummaged around for a towel to clean up with when a husky chuckle came from the other side of the bed. Damon went still as stone and his stomach flip-flopped. No fucking way! Towel forgotten, he slowly turned to his right, fervently hoping he was still dreaming. But no, there in his bed, dressed in nothing but high heels and a matching black bra and panties set, was the bitch that'd made him a monster.

"Fuck me!" he muttered.

She gave a throaty chuckle and leaned back on her elbows, striking a provocative pose. "Unh-uh, I think it was the other way around. _You_ fucked _me_…"

He wanted to snap her neck. "Not quite. It was a dream."

Her fingers slipped down her stomach and toyed with the edge of her panties. "Felt pretty real to me."

Damon rolled his eyes. "Well, it wasn't. So get out."

She glared. "Why are you being so mean?"

His eyes flicked over her and he sneered, "I have a better question. What the hell are you doing here, Katherine?"

She rolled onto her side and propped her head in her hand. Her eyes went pointedly to his stomach—still wet from his release. "Uh-oh…I think someone needs a tissue," she teased, reaching out to run a finger along the firm muscles there.

He flinched away from her and quickly used his sheet to clean up. He could deal with changing his sheets after he got the bitch out of his hair! She laughed. A knowing, wicked sound and Damon wanted to snap her neck. He leaned back against the headboard, put his hands behind his head and closed his eyes. Damon refused to give her any reaction from him. She'd sucked enough energy from him to last two lifetimes! "Don't you have anything better to do than sneak into my bedroom at three in the morning?" he asked, flippantly, not even bothering to look at her.

"You were making so many interesting noises in here, I got curious."

He cracked open one eye to peer at her. She batted her lashes at him, giving him that pouty 'come-hither' look that once upon a time had driven him to do anything to please her—now it simply annoyed him. "So you had to what? Hop into my head to satisfy your curiosity." Damon suddenly chuckled. "Remember what they say about curiosity…" he waited a beat, and then added, "Kat."

She lifted a shoulder and gave him a smirk. "Ha-ha. Who's going to kill me…" her brow raised, "you?"

"I could…"

"But you won't," she stated.

"Says you," he returned, curling his lip at her. "Why are you still here?"

"You know…when I came in here you were all growly and naked…" He rolled his eyes, but remained quiet. She smirked. "Maybe I want a repeat performance," she quipped, rolling onto her belly and giving him a sultry smile.

Fuck-he'd been a fool to chase after this creature. No more! "Well, you can leave now…there _won't_ be a repeat performance."

She twirled her hair and gave a delicate shudder continuing as if he hadn't spoken. "It was hot."

"Do you have a point?" he asked in a bored tone.

Her eyes narrowed at his tone. "Yes, I do as a matter of fact." She tried again, jutting out her bottom lip, she pouted in just the way that used to wind him right around her finger. "I was hoping you were dreaming of me…" He snorted and actually laughed at that. Her expression turned snotty. "But, no. It was _Elena._" She rolled her eyes. "It's always _Elena."_

"Of course it was Elena." His eyes glittered with something dark, but his grin was cocky as he said, "The only dreams I have about you…involve driving a stake through your cold-dead-heart."

She got to her knees, giving him a perfect view of her charms. "Damon, I may like this new you, but if you ever come at me with a stake…" She let the sentence hang.

He gave her a cheeky smile and batted his lashes at her. "Are you threatening me, Katherine?"

"No, just reminding you I'm older and stronger than you."

"Duly noted. Now get out."

Quicker than he could blink she was on top of him, running her hands up his chest. "You _know_ you enjoyed it earlier. Why don't we see if reality is still as good as your fantasy?"

He grabbed her by the shoulders and shoved her off him. "I didn't know it was you."

She huffed and shot daggers at him for his rejection. "Elena would never let you feed off her like that. I wonder if she knows how dirty your mind is…"

It infuriated him that she'd insinuated herself into his mind and now had ammo she could use to make trouble. "Katherine, stay the fuck away from Elena and out of my head, my dreams _and _my bed for that matter," he added as an after thought.

She crossed her arms, eyes narrowing on him. "You know, if you continue to be so mean to me…I might just decide it'd be more entertaining to tell Elena about your naughty little fantasies than it would be to sleep with you again."

Damon's eyes narrowed. So she was through playing nice-nice. Good—he'd rather deal with Katherine 'The Bitch' than Katherine the flirt. He laid his head back, his mind going over all the ways this could explode in his face, but he wasn't going to get worked up over anything Katherine may or may not do. She simply wasn't worth the effort. She'd do what she wanted anyhow—she always did.

He let out a weary sigh and flipped off his light, fully intending to go back to sleep whether she stayed or went. "Whatever. Do what you got to do. I'm tired. Just get out."

Katherine glared at him for a few seconds, stunned at how easily he'd dismissed her. "Fine!" she snapped, climbing out of his bed. She snatched up her robe and flung it on. "I'll go, but remember what I said…" She paused by his door and glanced back at him over her shoulder, "I always get what I want…" she taunted, before slithering out of his room like the snake she was.

"Fuck…" he grumbled, running a weary hand down his face. He sat up, flipped the light back on and reached for his booze. He definitely needed a drink after that!

He shot back several glasses before he started feeling better and less like a better looking version of his woe-is-me-mopey brother. He still couldn't believe it had all been a dream. It had been perfect. Better than perfect. It had felt real. Hell he could almost smell her all over him and in his bed. And why the fuck was that? Dreams didn't usually come with a scratch and sniff effect. It was riddle he wasn't sure he'd ever solve. Worse, how was he going to forget? How was he going to look at her and not think about how good she felt and tasted? Damon heaved a huge sigh. Crap! He was so screwed…

******D/E****D/E****D/E****D/E****D/E****D/E****D/E****D/E******

**Across town at the Gilbert residence:**

Elena was huddled in her bed. Her nightstand light was on, giving the room a dim glow as she wrote furiously in her journal. What had it meant? That question rolled around in her mind over and over and over…

Finally she shut her diary and sagged back onto her pillows. Her body still felt all warm and tingly and she swore she could feel him…his lips, his tongue on her skin, in her mouth. She shivered. His big—oh God! She shut her eyes and tried to blot out _that_ image.

Her face felt flushed and hot. "Why am I dreaming about Damon?"

It had been so graphic. Every detail was fresh in her mind, even the scar he had on his hip from the war—the Civil war. Elena knew for a fact she'd never-ever seen that! Was it some kind of magic? Is that why it had seemed so real? She could swear her body still felt him. He was large and she felt wet and…Elena's cheeks heated…sore down there. Her neck even tingled. Her hand went to where he'd bitten her in the dream. There wasn't a bite, but still…it ached a bit. And that was another thing—it hadn't been just a sex dream. It had been more than that. She'd been worried about him. There had been caring…humor…feelings. A lot of feelings.

"Oh God—what the hell is happening?" she groaned as the dream played in her head like a motion picture.

She remembered every detail—that was another strange thing. Her dreams never were this clear after she woke up. They were usually foggy. She'd remember bits and pieces, but this was different. It was crystal clear. She'd offered to feed him and he'd resisted. She snorted. Like Damon would really do that! Then she paused, well, maybe he would. He _had_ changed. Become a better man. Elena remembered how they'd ended up in bed after he drank from her, but somehow at the end it had gone all Twilight Zone on her because one minute she was under him and they were going at it like bunnies and the next she was standing beside the bed and she was watching him have sex—with her—but not her. It was Katherine. And then she tried to bite him—after she'd screamed at him to fuck her harder of course. _Slut! _Elena thought with a snarl. It all seemed so surreal. Damon tried to get away, but Katherine clung to him, scratching him. He'd screamed and then she'd woken up…a sweaty mess and positive she'd had an orgasm.

She glanced down at her diary. Maybe she shouldn't have written it down, but she'd felt possessed to get it all down. She got out of bed and went to her closet and pulled one of the floorboards up and placed it inside. Everyone knew her old hiding spot and that hadn't really bothered her before, but now…the thought of anyone, especially Jeremy…Stefan, or…God help her…Damon reading her diary made her cringe in horror. If it ever happened she just might seek Klaus out and tell him to go ahead and kill her because she'd rather be dead than try and explain_ why_ she was dreaming about a certain blue-eyed vampire.

Elena wondered if she was going crazy because she could swear she smelled Damon all over her…

If that wasn't troubling enough the nagging question in the back of her mind wouldn't go away. If she didn't feel that way about Damon…then what did the dream really mean?

Elena flicked off her light and curled up in her bed. Her body was still pleasantly achy. Stop thinking about it! God, she really needed to get to sleep. She glanced at the clock. 3:30 am. Oh brother, she was never going to pass that History test tomorrow…

**The End**

****D/E****D/E****D/E****D/E****D/E****D/E****D/E****D/E****D/E****

_Okay, I know you all are probably going aaargh! It was a dream? BUT—here's musie's (like how I blame her) reasoning. I can add dreams to this anytime I want without committing to an epic fic that will get me bogged down. Hell, I could even ask for requests and you—the reviewers—can let me know a dream sequence you'd like to see brought to life. Fun right? So don't lynch musie or me…it'll all be fine! :) :) :)_

_I did the last part from Elena's POV since the rest of the fic was pretty much Damon's POV. Anyways, I hope you all will let musie know what you thought of it. You know what a needy little thing she is. :) :)_

_xoxo_

_Jen_


	3. Chapter 3

What Dreams Are Made Of: Alternate Ending

A fic by: Jen

Rating: M

Disclaimer: I own none of the characters. I just like to play with them a bit and hopefully put them back happy. :)

A/N: Okay guys, so...a LOT of you were all growly at me for ending WDAMO as a 'dream'. Since I'm also a hopeless romantic...I just had to go back and write an alternate ending to the fic. I wrote this today-in ONE sitting. Seriously, it just flowed. I was inspired. After Thursday's epi—wow—I can actually see the show giving us a DElena connection. Was it just me or is their chemistry like electric? It just lights up the screen. I haven't seen anything like it since David Boreanaz and Sarah Michelle Gellar as Angel and Buffy. And we all know B/A are epic. I see D/E as the same. Epic! *sighs* Hence, this new ending. :) :)

Now, I want to thank the ladies who inspire me. Whether it's with B/A fanfic or D/E fanfic…you gals write spectacularly. (You know who you are) Thank you for keeping me on my toes and inspiring me to dig deeper and try my best to stay on par with you all. :) :)

Also, to all of you who've reviewed. A HUGE thank you! It means so much. Really, each and every review just makes my day. I was very nervous about this fic, but the response has been amazing! You guys welcomed me back so openly…wow! Warm fuzzies all over!

Okay, now enough of my chatter. On with the show, right? Right!

xoxo

Jen

**D&E***D&E***D&E***D&E*****

**Previously in What Dreams Are made Of:**

_He kept his face buried against her neck. "Elena…I—"_

"_Don't say it!" she growled and suddenly her nails raked down his back._

_He got to his knees, holding onto her thighs with a white knuckled grip as he hammered into her pliant body,. "Elena!" he roared her name, giving one final thrust he released deep into her willing body._

_Exhausted, he collapsed on top of her, panting and shaking in the aftermath. "That was incredible…" he breathed raggedly._

"_Mmmmm, yeah, it really was," she purred, stretching like a contented cat under him. "I'd almost forgotten how spectacular you are in bed…"_

_His entire body went into a state of shock and it was like the theme for the movie 'Psycho' went off in his head at__ that__ wicked purr._

"_No way…" he breathed, staring down at her in horror._

"_Yes way," she taunted, smirking up at him._

_He reared back as the telltale dark veiny lines appeared under her eyes and she gave him a toothy smile. He grimaced, recoiling from her as if she were a leper, but she held him to her with her older—superior vampire strength._

"_You're not going anywhere, lover…I think you've forgotten you belong to me." Her voice was teasing, sweet almost, but her eyes were cold and deadly as she lunged for his throat!_

"_Aaaahhhh!" he screamed as her fangs ripped into his neck._

*****D/E***D/E***D/E***D/E***D/E***D/E***D/E*****

**Inside Damon's room:**

Damon's shout echoed off the walls of his suite as he bolted upright in bed. He was panting, trembling even as he ran a shaky hand through his hair. "What was that?" What a fucked up ending to a perfect dream!

The bed shifted and a soft sigh came from beside him. His stomach dropped. "What the-" He flipped on the light and was stunned to see a figure curled up in bed with him. Her long dark curls hid her face, but he'd know her even if her face was covered in a paper bag. So it wasn't a dream—she was here in bed with him. In the blink of an eye he was on her, grabbing her by the throat. He pinned her to the bed. "What the fuck are you doing here, you little bitch?" he snarled, flashing fangs before she had a chance to.

Her eyes bulged and her hands went to his, struggling to loosen his grip. He let her go and she glared up at him, rubbing her throat. "Damon! What the hell! What's wrong with you?"

Her rapid, ragged breathing, the choking cough, her thundering heart beat, all those things overwhelmed his vampire hearing and his jaw dropped in a comical look of shock. Oh shit! This was _not_ Katherine in bed with him. He immediately rolled off her. Fuck! Fuck! And fuck me! He simply stared at her for a moment. "I'm—" No excuses. He didn't have a good one. "Elena, what are you doing here?"

"What do you mean what am I doing here?" He wasn't sure if she sounded more offended or just plain pissed off. "God, you're an ass!" she muttered, sitting up. The sheet fell away giving him a brief, but tantalizing glimpse of olive skin and perfectly round breasts with cocoa colored nipples before she yanked it back up, covering those delicious morsels from his gaze. She held the sheet with one hand and ran the other through the tangled mass of her hair. "I'm _such_ an idiot!" she mumbled and went to roll out of bed, but he grabbed her arm, stopping her.

"Wait! Don't leave. I'm not mad. I just—when did—? Why aren't you—?" His brain was apparently not cooperating with his tongue and he sighed. "I didn't mean that the way it sounded. This is definitely a pleasant surprise," he cajoled, reeling her back onto the mattress. "But, how did you end up here…in my bed?"

Elena shot him a wary look, but stayed put next to him on the bed. She tucked the sheet under her arms and turned her semi-hostile brown eyes on him. "What do you mean…how did I end up here in your bed? We—you and I—don't you remember?" He just gave her a blank look and her brow rose, waiting for a glib response. When he just stared, her scowl turned into a look of concern. "Are you still under Klaus' compulsion?" she asked worriedly.

"His what?" Damon was stumped. Okay, this was going from weird to weirder. His brows drew down and he tried to remember what the hell she was talking about. He drew a blank. "_When_ was I compelled?" he demanded.

_Now_ she looked more than worried. "Yesterday," she informed him. "You don't remember?" He shook his head and Elena relaxed against the pillows, her worried frown getting even deeper. "Damon, what's the last thing you _do_ remember?"

He scratched his head. "Well…I'm not sure." At that moment he noticed the bloodied towels and bandages next to his bed. So she had come in here and fixed him up. Maybe, it wasn't all a dream after all. Holy shit! That meant… He turned back to her. "Did you give me blood last night?"

Elena nodded slowly. "Um…yeah,' she answered hesitantly, a rosy bloom blushing across her cheeks. "You'd been shot and staked, remember?" He informed her he did. "It wouldn't stop bleeding, so I re-bandaged it and gave you—"

"Your blood," he interrupted. He took in the rumpled bed and Elena's presence in it. They were both naked. It hadn't been a dream! Damon started to grin. Not even the info that Klaus had compelled him could take precedence over _finally_ having Elena in his bed. That meant the sex…His grin turned into a leer.

He looked ready to deliver some bawdy remark so Elena clapped a hand to his mouth. "Not a word. Not one snarky comment, Damon, or I swear…" He did that flirty eye thing of his and licked her palm teasingly. She flushed to the roots of her rumpled head and yanked her hand back.

Damon's smile spread across his face in the proverbial 'cat that ate the canary' grin, accompanied with the wriggling of his dark brows. He looked very-very pleased with himself. "So…we really—"

"Yes," she hissed, interrupting him, shaking her finger at him, "but if you start teasing me, I swear it'll be the last time!"

He grabbed at her hand poking a finger in his face and pressed a quick kiss to her knuckles. "No, it's just…" he sighed, "I'm just glad it wasn't a dream…" He thought of the last part and added under his breath, "well…_most_ of it at least."

Elena gave him another look that clearly doubted his mental state. "Okay, so what_ is_ the last thing you remember?"

He shrugged. "I remember you coming in here and we argued about me drinking from you, but…" he flashed a wry smile, "as usual…_you_ were being stubborn and I caved."

"Oh, poor baby," she said with a roll of her eyes, "you_ so_ enjoyed it."

His smirk was positively mischievous. "So did you if I remember correctly."

She shot him a 'cool it' look. "Fine, so we both agree we enjoyed…" she paused and a lovely blush stained her cheeks again, "ahem…last night. What else?"

"Honestly the whole fight is pretty blurry. I remember witchy-poo going all fire and brimstone—blasting vampires left and right."

Elena's dark eyes sparkled. "Yeah, she kicked ass. Klaus wasn't expecting Bonnie."

Damon grinned. "I know—that's why she was the _'secret'_ weapon."

"So what else? Do you remember Klaus getting killed?"

"Did I see him get killed?"

She pondered that for a moment before shrugging. "I don't know. Things were pretty crazy at that point…and you were under his compulsion then."

He sighed and scratched his head. Why hadn't he felt this blurry last night? Quick as a flash, he answered his own question. _Probably, because you didn't know then, that you had gaps in your memory-Einstein!_

"Okay," he said, "let's retrace my steps. I remember being pissed at Stefan for being weak and almost getting all of us killed. I remember getting staked, the hell hounds chasing after Stefan and_ you_…" He glared pointedly at her, "chasing after him."

"He was going to get killed running right after Klaus."

"Yeah, but that brought you out into the open…made you vulnerable. I tackled you, saved you from the hounds, but then Klaus got you."

She nodded. "You were shot then too." She gave him an apologetic glance, "I'm sorry."

"Accepted," he retorted, "but it's still not an excuse."

Elena glared. "Damon, I couldn't let him die just to prove he could make those 'life and death' decisions. Ever since the dance he's been beating himself up for being too weak to make those choices. I couldn't just let him sacrifice himself!"

He sighed. "Well, he should be beating himself up! If he'd been eating his 'Wheaties' like we all told him to, he wouldn't have had to be protected!"

Elena nodded. "Yeah, lying about it was…"

"Typical Stefan behavior," he interjected with a scowl. "He's always there to shake a disapproving finger, but where was he when Klaus' witch put a dagger to your throat and forced you onto that altar…?" Elena didn't answer. He hadn't expected her to. "You know where he was? He was trying to keep it together because the smell of blood was _so_ _fucking strong _in there—he was losing it. That's where St. Stefan was when _you_ were about to be sacrificed!" He gave her a pointed look. "You won't let him sacrifice himself, but he can't stop you…" he shook his head. "He's weaker than you, Elena."

His rage was palpable in the room. "Damon," she said softly, taking his hand. "I know that. I started realizing it a few weeks ago when Klaus used Ric's body to get to us. Bonnie had to fake her own death and the person she trusted to help her was _you_—_not_ Stefan."

He interlocked their fingers, holding onto her hand in a grip that bordered on painful. "You almost died."

Elena didn't flinch, she placed her other hand along his tense jaw. "You saved me…" she whispered. "You always save me."

He turned his head and pressed a kiss to her palm. "I broke his neck." His eyes darkened, "I wanted to tear his head off his body…I almost did!"

Elena grimaced, but didn't chastise. Damon, as usual, did whatever he had to do to protect her. "I think it was in that second…when I felt the blade against my skin and all I could think was…'Damon won't let me die'. It was in that moment I realized I had feelings for you…more than I'd ever admitted…even to myself."

It was a sweet moment. Too sweet and it made him uncomfortable. He flashed that patented cocky smirk of his and quipped, "So it took you almost dying to acknowledge how charming and sexy I am?"

She rolled her eyes and sighed, "And then he speaks…" He frowned at that, but Elena simply gave him a 'get over it' look, "or maybe I'm just as crazy as Katherine…" she said, giggling when his frown turned into a full fledged pout.

"Now you're just being mean." He wagged a finger at her. "Is that any way to talk to the man who saved your life and…" He wriggled his brows and once again that cheeky grin was back, "rocked your world last night?"

"Puh-lease…I _so_ rocked yours first."

He didn't disagree, instead he admitted, "Yeah, you did…two years ago."

Just like that the air was sucked from the room and it became quietly intense between them.

"Damon…" she whispered, all big doe eyes and pouty, kiss swollen lips. She turned her face up to him.

He was hard in an instant. He lowered his head as she raised her lips and they met in the middle for a tender, but heated kiss. With insistent passion, Damon swept his tongue into her mouth, eager to taste her again. He groaned deep in his throat. Heaven. She was fucking heaven! The sheet fell away from her, exposing her body to him as she wrapped her arms around his neck and pressed her naked frame to his. Damon's hands moved over her back, fingers dancing along her spine as his lips traveled across her cheek and down her throat to where her shoulder met her neck. His hands settled on her hips as he nibbled at the bite mark he found there.

Elena let out a loud moan and tilted her head back to give him better access to that spot. "Mmmm Damon…" she breathed, burying her fingers in the soft hair at the nape of his neck. He had a wicked mouth—in more ways than one and Elena simply couldn't get enough of him. "Please!" she gasped, rubbing her taut nipples against his smooth, muscled chest.

His mind spun about in eight different directions at once as his lips and tongue paid homage to her body. He wanted her, that was a given, but question upon question flittered through his head badgering him with all the what ifs…? Were her and Stefan through? She said she cared, but did she love him? Were they a couple now? What if she wanted this to be a one time thing only? Could he do that? Outwardly he was in control as he swirled his tongue around her perky nipple, but inwardly he was in turmoil and he cringed at what a girl he was being about this, but dammit—he wanted more from her than just her body! He wanted her heart.

"Elena?" he queried, raising his head, "What are we doing here?" He needed to know if she'd kick him to the curb afterwards and pretend this never happened.

Elena clutched his head to her chest. "Hmmmm, what did you say?" she asked, dreamily, reveling in the wonderful things his mouth could do to her.

Her breathlessness made him smile, but he still had to know how she felt—even if it made him as much of a sap as his brother—he had to hear her say it. "What's happening here—between us? Are you—are we-?" He growled. "Where do we stand after we get out of bed?" he finally gritted out.

Elena frowned, but then a look of tenderness entered her eyes and she smiled at him. "You told me a few weeks ago that you would always choose me…remember?" He swallowed thickly and nodded slowly. Elena took a deep breath. "Well, I'm choosing too…" Damon caught and held his breath, "and I choose you, Damon."

He reeled a bit at hearing the words he'd waited for and wanted for so very, very long. His normally clever wit deserted him and all he could do was kiss her. Thanking her with his mouth for giving him the gift of her trust and maybe-just maybe, her love too…

Elena gave herself over to the passion he inspired, pulling him deeper into her embrace as she fell back on the bed and spread her thighs, welcoming him between them. The tip of him nudged her entrance and she moaned softly. "I want you…" she murmured, tangling her hands in his thick, dark hair and dragged his head back down for another kiss.

"I love you…" he replied against her mouth.

She pulled his head back, biting her lip. "Damon, I—"

"Ssshh," he said, placing a tender kiss on her worried frown. He cupped her face, brushing her hair back from her face as he stared down into those big brown eyes of hers. "I wasn't fishing for a response. I just had to say it." And he did. He loved her. Wholeheartedly and he didn't care any longer if he said it first, or even if she couldn't say it back yet. She was here. She was with him. She'd made her choice and for once that choice had been him, despite everything he'd done to make it otherwise.

"Let me love you, Elena," was all he said as he pushed forward, entering her body with one sure thrust of his hips.

Her eyes closed and she let out a soft groan of pleasure as he filled her so utterly and completely. "Yes…" was her quick and ardent response.

Their coupling was fast, hard and focused. Damon wanted to master her body—make her crave him the way he hungered for her. He got to his knees and pulled her along with him until she straddled his thighs. He stayed inside her, positioning her in his lap so that they faced each other, chest to chest in a very intimate sexual position. Elena moaned softly and clung to his shoulders, her small nails digging into his flesh as the position gave him a deeper penetration. With tender roughness he wrapped his hand in her hair and tugged her head back so he could see every nuance of her expression. "I love you!" he growled as he drove upwards, imbedding his cock deeper inside her body. Her eyes widened and she uttered his name in a heady, hoarse little cry. He purred in response. At least he could take her breath away. He nipped at her bottom lip, sucking it into his mouth as he moved inside her. "Someday you'll say it…but for now…" He drove upwards again, burying every inch inside her; she whimpered and his eyes darkened. "Having you here…in my bed…is enough!"

His fangs were bursting out his gums when she gave a long keening wail and her inner walls started to flutter around his shaft signaling her upcoming climax. His strokes became fierce as he barreled them closer to the precipice of the cliff of ecstasy.

"Damon!" she cried, attacking his mouth in deep, wet, open mouthed kisses and digging her little heels into the base of his spine while they moved in unison, writhing together in a tangle of sweat soaked flesh. She gripped his back, her nails clawing into the flexing muscles there in a desperate attempt to get a better purchase. She bounced in his lap, riding him in earnest. "Oh God-oh God…Oooh God!" she chanted as the sweet murky waters of oblivion began to wash over her in tingly waves.

He buried his face in the crook of her neck, maintaining a hard, fast rhythm as he eagerly sought his own release. His pace picked up even more and his hand went between their driving bodies, finding her clitoris with an ease born of experience. He tugged and tweaked that little bundle of nerves until she tossed her head back and shattered in his arms with a shout.

She rode the crest of her release, hugging him and peppering kisses across any inch of skin she could find. "So good-you make me feel so-so good."

He wasn't through with her yet. He tilted her so that she was lying flat on her back in front of him. He held her, one hand on her hip and his other hand at her lower back, shifting her body so he could fuck her at a different angle. She was so wet. So tight. So damned good, he swallowed convulsively as he drove into her harder and faster. The sound of flesh slapping on flesh was loud in the room as Damon literally pounded into her. "Come for me again. I want to watch you," he groaned, gulping back the urge to come himself, as he gripped her thigh and pulled her leg up and out to hit her at yet another angle. She was clamping down on him over and over-right there. She was hovering on the edge. He was so fucking close too, but he needed her to get off first.

And it worked. "Oh-oh-oh fuck!" she cried, letting out gasp after strangled gasp as the head of his cock bumped that 'sweet' spot inside her inner wall with every thrust of his hips. Her belly clenched and Elena's eye lids fluttered like a humming bird's wings. She fisted the sheets, twisting the Egyptian cotton in a white knuckled grip as blinding white lights began to explode behind her eyes. "Right there! Oh-oh y-yessss…right…there!" she screamed, coming undone under the talented ministrations of his hands and body.

Damon sat back on his heels and yanked her to him. His arms wrapped around her slender back, flattening her breasts against his chest as he sought his own reward. He was straddling the edge…his body tightened…She smelled so sweet. Damon moaned low and deep. He could die now and be happy.

His fangs dropped and his mouth watered. "Elena…" he grunted, fighting the urge to sink his teeth home.

She noticed his distress and simply pushed her hair over her shoulder. "Do it."

He swallowed. "God…" His body trembled. He had to have her. His fangs actually hurt until he had his teeth in her neck and then he was soaring through space. His eyes rolled back. It was intoxicating. Better than LSD in the 60's. He took one long sip before he pulled his teeth free from her flesh and clenched his eyes shut tight, his orgasm rocketed through him with the force of a space shuttle launch and Damon clung to her as if she were the last life vest on a sinking ship. When he'd emptied himself, he wrapped her in his arms and held on even more. She was the one-honest to God-good thing in his life and he wasn't letting go.

His bite had tripped her right into another short, explosive climax and she sagged against him, curling up in his embrace, equally spent. "Mmmm, that was amazing," she murmured, brushing a kiss across his jaw.

He held her tighter. "Don't leave."

"I'm not going anywhere," she whispered, laying her head against his chest.

They stayed like that, holding one another for several moments, relishing the closeness as they came down from the high of utter orgasmic bliss.

**D&E*****D&E*****D&E*****D&E*****D&E*****D&E*****D&E******D&E**

****Later****

Elena was lying on her side with her head on Damon's chest when he remembered they hadn't finished their earlier conversation.

"So…" he said, glancing down at her, "you never told me… What did I do when Klaus compelled me?" He cupped her cheek, stroking her face with his thumb as his brows drew down. "I didn't hurt you did I?"

"No, but you tried to kill Katherine—twice."

He snickered and snorted. "How shocking!"

Elena returned the sarcasm with a husky chuckle. "I know…if anyone deserves it…"

"It's her," Damon intoned.

She nodded, "But she _was_ pretty out of it. It was almost sad. I guess spending a few weeks with Klaus really did a number on her."

"What do you mean?"

"You don't remember?" He shook his head and she sat up, tucking her hair behind her ears. "She's crazy, Damon. Her mind is gone. She spent most of the night huddling in a corner, tearing at her hair and rambling in what I think was Russian."

He frowned for a moment as he tried to imagine that, but then he shrugged. "Whatever. She'd have left us there…she isn't worth us worrying." Elena couldn't disagree and Damon nodded; glad her bleeding heart didn't go out to the bitch that made him. "So what else happened?"

"Bonnie worked her mojo on Klaus."

Damon chuckled. "Yeah, she really sucked up that super witchy juice. I think Klaus about shit a brick when he saw her."

"Especially since he thought she was dead," Elena chimed in.

"Yep!" Damon said, popping the 'p'.

"That's' when Maddox made his move on me..."

Damon sucked in a sharp breath and his body tensed. "I've never been so fucking scared…" He looked all fierce and angry as he growled, "He died for touching you."

Elena brushed a kiss along his cheek, calming him instantly. "Yes, he did, but when Klaus saw that…that's when he went after you. He grabbed you, rushed you across the room and slammed you into the wall." She shook her head in wonder. "Damon he moved so fast."

"He's the Original. He's faster, stronger than any of us."

"Well, he pinned you with one hand and started saying something to you. You went all blank and it was like you were gone…"

"I get it," he told her. He knew how compelling worked. He didn't need a crash course. "So what did I do?"

Elena shrugged. "Well nothing that horrible. That's when you went after Katherine…"

"And that falls into the 'horrible' category how?"

She rolled her eyes. "It doesn't, but you _did_ snap Caroline's neck though…"

He gave a careless shrug and brushed it off. "Barbie's a vamp—she'll be fine."

"She is," she stated, before her eyes widened. "Oh my God!" she gasped and promptly burst into a peal of giggles. "I almost forgot. You missed the weirdest thing of all…"

Her laughter made him smile too. It was good to see her like this. Happy. "What?" he asked.

"While Klaus was distracted with you…Katherine ran over and grabbed up the moonstone—"

That wiped the smile right off his face. "What?" he exclaimed, "You're telling me she has the moonstone again?"

"Kind of…" Elena paused and Damon fidgeted.

"Well?" he prompted, "care to share what the hell she did with it?"

"I'll tell you, but you're not gonna believe it…"

"Elena…" he warned.

"Fine," she sighed. "You're not being any fun about this." He growled again, but she was laughing. He was cute when he growled. He started to tickle her. "Okay-okay," she said giving in. "Katherine snatched up the moonstone…and then…she ate it," she gasped out between fits of hilarity.

Damon's eyes about popped from his head and his fingers stopped their torment. His jaw hung open. Surely he'd heard her wrong. "Come again."

His expression was a true 'Kodak' moment and Elena giggled again. "Katherine _ate_ the moonstone!"

Damon couldn't wrap his mind around that image. "She—huh? What? How? That thing isn't exactly the size of a grape!"

The smirk on Elena's face was worthy of Damon at his most snarky. "I'm telling you…she just picked it up, shoved it in her mouth and down it went."

He still couldn't quite get it. "Why?" he asked, clearly dumbfounded.

"She wasn't exactly playing with a full deck at that point," Elena reminded him with a shrug.

Damon made an *ick* sound. But as the mental picture of perfectly cold and calculating Katherine; the beautiful bitch who'd ripped his heart out turning into a babbling, rock eating freak hit him, Damon laughed out loud."Oh shit!" he snickered, "she really ate it?" Elena joined in his laughter, nodding her head. He chortled some more, "Damn, I'd have paid cold hard cash to see that one!"

Elena agreed. Katherine hadn't exactly endeared herself to any of them. "Well, Bonnie said you probably wouldn't remember much. It's like when you compel a human—some things are just lost for good."

He nodded, but his gut twisted. He'd made her forget things too. Karma really was a bitch!

Once their humor had died down, Elena remembered another conversation they'd abandoned. "Hey, you never did tell me what was your malfunction was earlier. You pretty much remember most of the night so _why_ did I wake up with your hand around my neck?" she asked, pulling the comforter up over them both.

He was relaxed and happy. It was his only excuse for what came out of his mouth next. Without thought, he replied with the truth. "I thought it was Katherine in bed with me." He almost clapped a hand over his mouth. But, not only was that entirely undignified, it was too late. The words were already out there. Like skud-missiles aiming for their mark they hit Elena one ugly word at a time.

She reared back, scooting out of his embrace. "What?" He debated saying he was just kidding, but the way she'd stiffened up, like a nun in a brothel, told him she wouldn't buy it. "Care to tell me why the hell you'd think that?" she snapped, shooting an icy glare his way.

Not really, was the first thing that popped into his head, but that _so_ wasn't going to fly and he _did _manage to not spit that out. He closed his eyes, cursing his run-away tongue as he wracked his brain for a plausible excuse—_without_—telling her he'd dreamed he'd been fucking Katherine. Damon couldn't help but wonder if Klaus had sucked part of his brain out with that compulsion because his usual 'smooth-as-butter' charm and wit appeared to be gone.

"Damon…" she prodded, crossing her arms over her chest and giving him that 'don't even think about lying to me' look of hers. Daggers were softer than her eyes right then.

He debated lying, but sighed and bit the bullet instead. He couldn't lie to her. He never had. "When I first woke up I was having a dr—nightmare," he corrected himself instantly, "that I was in bed with Katherine." He squirmed a bit when she sucked in a breath, gave him a death glare that practically screamed 'your days of great sex are done buddy'. "It wasn't a fun dream, Elena," he added hastily, "She was trying to rip my throat out! That's why I screamed."

Elena paused in her mad dash to get away from him. His words from earlier echoed in her head. He'd called her 'a little bitch' and asked 'what she was doing there'._ Not_ something a happy lover says to his bedmate! She settled down. "So you had a dream that you were with Katherine and not me?"

"I thought last night with you was the dream…" he said softly. "Katherine showing up made it a nightmare."

She nodded. "At least it wasn't a porn dream of her or anything like that…" She leveled her eyes on him, "right?"

He made a face. "No…seriously Elena…really?"

She shrugged. "You were in love with her for a long time."

"A _huge_ waste of time as we both know…why dwell? I don't love her now." He paused. "Speaking of the little bitch—where is she?"

"Downstairs," Elena said.

Damon's eyes widened. "What? Why did you bring her here if she's one fry short of a happy meal?"

Elena giggled at his description. "I didn't want to, but Stefan thought—"

"Figures!" he snapped, tossing back the sheet. "Do you really feel comfortable with a crazy five hundred year old vampire in the basement with only Stefan's stellar opinion as a cosigner?"

Elena didn't want to actually disagree, but he had a point. Stefan's actions, of late, hadn't exactly been above reproach. Damon tugged on a pair of boxer briefs and Elena's eyes roamed his perfect body for a few moments before she too got out of bed and began to rummage around for her clothes.

Damon tossed her a scrap of black lace. He did that flirty eye thing of his as he said, "These are ruined, but if you look in my drawer…" He pointed to the large ornate chest at the far end of his room, "you'll find a pair of your panties in there." Her eyes widened and he held up a hand to ward off the third degree. "Don't ask."

She rolled her eyes in response and went to the chest. "Wasn't going to," she answered, opening the drawer. She dug through several pairs of designer boxer/briefs before finding a pair of red panties she'd thought she lost a while back. She slipped them on, pushing the questions away, but finally she huffed and asked, "Okay…why the hell do you have my panties, Damon?"

He finished buttoning his jeans. "I stole them," he replied as if he was telling her he'd ordered shrimp instead of crab for lunch. Elena gawked at him. But he blew it off, refusing to apologize now that he'd literally _gotten into_ her panties. He handed her the jeans she'd been wearing last night along with her top. "Sorry, but my fresh changes end at the panties," he said, wagging his brows at her lewdly.

She blew out another breath, muttered something about him being a perv, and finished getting dressed. She noticed her nipples showed through her tank. "Where's my bra?" she asked, tucking her hair behind her ears and looking around on the floor for the black garment.

He shrugged. She gave him a suspicious look and he grinned. "I didn't steal it if that's what you're about to ask."

"Do you blame me?"

"Nope, but I didn't," he replied, still grinning cheekily as he stared pointedly at her perky nipples.

Elena shot him a glare and grabbed a tee-shirt of his. "You're incorrigible," she griped as she tugged it over her head.

"Yep, but you wouldn't have me any other way…" If Elena noticed he looked a little less secure when he said that,she ignored it.

"Damon, I accepted you for who you are a long time ago. I've only asked that you try and curb some of your more…"

"Homicidal tendencies," he supplied.

She made a face. "Yeah, that."

"I am what I am, Elena. I've done things…" He sighed when she bit her lip and looked away from him. He laughed suddenly. "Funny…when we turned, I left Stefan because he'd become a monster and look who became the true monster. Me," he said softly.

Elena remembered reading that journal and how Damon hadn't wanted to become a vampire at all after Katherine was gone. "Damon, don't."

He shrugged off her concern—his walls sliding back up in a heartbeat. "Whatever. Water—bridge. I'm not going to whine and cry about it now."

Elena didn't push the topic. Instead she slipped her shoes on and headed for the door. "She's restrained in the old vervain room."

"Says you," Damon grumbled as he followed her out of the room. "I'll believe it when I see it."

**D&E*****D&E*****D&E*****D&E****D&E*****D&E******D&E**

**Downstairs:**

Damon peered into the barred window before he pulled open the bolt on the door and yanked it open. He took two steps into the room before he saw her. His eyes widened. There in a corner, huddled like an animal was a bloodied and cowering Katherine. She was filthy and babbling like a crazy person. Her hair was wild and tangled and there were clumps of her dark locks lying about on the floor. She looked nothing like the woman who'd captured his heart so very long ago. As a matter of fact, she looked nothing like the woman who'd been in his house just a couple weeks ago either. She looked like a broken, beaten creature and finally—finally Damon wasn't angry at her anymore.

"Shit!" he muttered, grimacing. It had been funny earlier, but imagining and seeing were two different things. He'd never wanted Katherine to be like this. She'd be better off dead. He swallowed thickly and motioned Elena out of the room.

"She shouldn't have to live like that," he said, shaking his head. "I—fuck—I hated her, but I never wanted that for her." He started off down the corridor, but Elena grabbed his arm.

"Wait! Where are you going?"

He gave her an 'are you crazy?' look. "I'm getting a stake, Elena," he explained. "What do you think?"

Just then Stefan blocked his path and grabbed Damon by the arm. "No, you're not," he said softly, his eyes going from Damon to Elena standing just behind him.

Elena looked down and away. Awkward didn't come close to what she was feeling.

Damon merely shrugged Stefan's hand off him. "You can't be serious?" Stefan didn't budge and Damon rolled his eyes. "She's a freaking Renfield—catching spiders and God knows what!" He sighed and shook his head and went to move around Stefan. "Look, cry all you want, but I'm going to do what has to be done. Katherine wouldn't want to exist like that."

Stefan grabbed Damon's arm again. "No, you're really not going to do that, Damon." His voice had taken on a pugnacious tone and the younger Salvatore raised his chin, glaring at his elder brother. "I think you've taken enough from me today. You're not killing Katherine too!"

Damon glanced down at the hand holding him. Stefan's grip was strong—stronger than it should be if he was still on his 'Bambi' diet. Damon shook his head as he gave a short bark of bitter laughter. "You don't drink the good stuff when we need you to, but as soon as the fight's over you go on a binge?" He rolled his eyes. "Typical!" He yanked Stefan's hand off him and threw him against the wall. "You're still not stronger than me, brother, so I'd watch what you say."

"Why should I?" Stefan shot back. "You never watch what you say or do. You only care about yourself—maybe I'm gonna take a page out of your book, hmm?"

"I care…" Damon's eyes went to Elena; who seemed to shrink before his eyes the more Stefan talked.

Stefan noticed where Damon's gaze was drawn. He snorted. "Yeah, you care. You always care about taking something that belongs to _me_, don't you?"

Elena scowled at the 'belongs to me' part of that statement. "I don't _belong_ to anyone, Stefan," she spoke up, stepping around Damon to face her ex. "And Damon didn't _take_ anything from you. We've been having problems for weeks_. You_ were the one who suggested we take a break to focus on Klaus. You can't blame Damon."

He shot her an angry glare. "I said a break, Elena. Not go and fuck my brother!"

Elena gasped at how ugly it sounded. Damon growled and grabbed Stefan by the throat. "Take. That. Back," he gritted out between clenched teeth.

"No," Stefan wheezed. He shoved at his brother's chest sending Damon staggering back a few steps. Stefan's eyes went blood red and tell-tale veins spread across his face. He hissed at Damon and rushed him, slamming the elder Salvatore against the wall. "I can smell you both all over each other!" he growled, putting his face by Damon's neck and inhaling. "Fuck! I can smell every second of it."

Damon tossed him off him. Stefan stumbled and Damon lowered his shoulder and half tackled him through the door to Katherine's cell. They landed on the floor, rolling around, snarling and punching.

"Stop it!" Elena screamed, rushing in after them.

Katherine's head snapped up and her eyes turned red. She hissed, flashing razor sharp fangs right before she leaped at them. She threw Damon off Stefan, tossing him aside as if he weighed no more than a pound. Damon hit the wall and rolled onto his back. Elena hurried over to him and helped him sit up. They both turned to see Katherine whimpering and clinging to Stefan, who'd sat up and pulled her into his lap. He was quietly soothing her with gentle words, pressing soft kisses to her hair and petting her along her head and down her back.

Damon's jaw dropped. "Well, I'll be damned," he muttered.

Elena watched them for a moment, but turned away. There, in front of her, was the reason she'd let Stefan go and let the feelings she had for Damon come through. It stung a bit, but then she turned to Damon. He was watching her carefully, judging her reaction. She got to her feet and held a hand out to him. "I don't think they need us here anymore, do you?"

Damon's jaw dropped again before he took her hand. He didn't need her help, but allowed her to pull him to his feet. He glanced at his brother and Katherine one last time. "No. I guess if anyone can't get through to her it'll be him."

There was no bitterness in his voice when he said that and Elena peeked up at him. "Does it bother you still?"

"What? That she loves him and only used me for my incredible body?"

Elena couldn't help the eye roll at that. Cocky as ever. Thank God! "Yeah, something like that."

He threw his arm over her shoulder as they walked down the corridor leading to the stairs that would take them back to the main house. "It's bother me if you were only using me for my body…"

He let that statement hang and Elena nudged his hip with hers. "What if I was? Would you dump me?"

He wriggled his brows at her. "No. I'd just make sure you fell in love with me before I let you out of my bed again."

"Hmm," Elena said as they made their way up the stairs. "I guess that means I better move some clothes into your room then."

He chuckled huskily as they headed back to his room. "Make it all lingerie…I especially like you in red and black."

Elena stopped him suddenly by turning and grabbing his face in her palms. "I'm falling in love with you," she blurted out. "I've been feeling all these…things for a while and I didn't know what to do, so when Stefan suggested we take a break…I-I was relieved…actually _relieved_ instead of upset!" She started to pace back and forth in front of him. Damon let her ramble. Every word was like a balm to his wounded heart. "Last night…" she paused and her eyes watered, "was amazing. I felt closer to you than I ever had to anyone, but I'm scared too. You can turn off your emotions so easily, Damon. I don't want to be collateral damage if you decide this—us—isn't what you really want."

He cupped her cheek in his palm. "I told you I'd choose you—every time. Remember?" He leaned down and brushed a kiss across her lips. "I love you, Elena. I've loved you for so damned long…" He sighed. "It's not going to change. I'm here and I'm not going anywhere."

Her smile lit up her dark, doe eyes, making them sparkle. "Good, because you know how stubborn I can be," she teased, leaning up and nipping at his bottom lip. "I'd hate to have to chain you to my bed and use you for that glorious body of yours until you fell back in love with me."

Damon's smile was positively sinful. "Feel free to use me any which way you'd like, Ms. Gilbert." He rushed them at vamp speed to his room. Elena giggled when he tossed her on his bed and crawled on top of her. He reached over her shoulder and opened the drawer and pulled out a pair of handcuffs. He tossed them at her and smirked. "I'm your willing hostage…" he purred.

Elena glanced from the handcuffs back to his face and sighed. "Do I even want to ask…?"

He grinned wickedly. "Better you don't. Leave it with…it's you I love."

Elena rolled them over and pinned him with his arms above his head. She grabbed the handcuffs and dangled them on the end of a finger. "Good answer…now about chaining you up…" His eyes darkened and he arched his hips up, thrusting his bulging erection against her. She moaned. "Just how bad have you been?"

His smirk was playful and lewd simultaneously. "Very."

She heaved a deep breath, but her smile was teasing. "My mother always said if I didn't change my ways—I'd fall for a 'bad-boy'!"

"I think I would have definitely liked her then."

Elena laughed. "Oh no, she would have told me to run as fast as I could from you, but she would have loved the way you love me too." He blinked at her and his heart—that elusive thing he always kept so guarded was right there in his electric blue eyes and Elena leaned down, placing a gentle kiss on his lips. "I love you…" she breathed.

It was only when he heard the click of metal that he realized she'd just handcuffed him to the bed.

Damon yanked at the cuffs, but they held tight. She giggled and moved down his body, nipping and fondling him at her leisure. He should be pissed. He liked to be in control, but it was Elena and he was sure of one thing… She loved him and with her life would always be interesting.

**The End.**

_****Okay, that was for all you romantics like me who needed a happy at the ending! Let musie know what you think, cause she's a greedy little thing that whines and snivels if she's neglected! lol!**_

_**Hugs,**_

_**Jen**_


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